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CP 2012-09-25City Council City of Coppell, Texas Meeting Agenda 255 Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, September 25, 2012 KAREN HUNT TIM BRANCHEAU Mayor Mayor Pro Tem BOB MAHALIK BILLY FAUGHT Place 2 Place 5 WES MAYS MARVIN FRANKLIN Place 3 Place 6 GARY RODEN AARON DUNCAN Place 4 Place 7 CLAY PHILLIPS City Manager Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session at 5:30 p.m. for Executive Session, Work Session will follow immediately thereafter, and Regular Session will begin at 7:30 p.m., to be held at Town Center, 255 Parkway Boulevard, Coppell, Texas. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The City of Coppell reserves the right to reconvene, recess or realign the Work Session or called Executive Session or order of business at any time prior to adjournment. The purpose of the meeting is to consider the following items: 1.Call to Order 2.Executive Session (Closed to the Public) 1st Floor Conference Room Section 551.087, Texas Government Code - Economic Development Negotiations. A.Discussion regarding economic development prospects north of Interstate 635 and west of Freeport Parkway. B.Discussion regarding economic development prospects north of Bethel Road and east of Royal Lane. Page 1 City of Coppell, Texas Printed on 9/21/2012 September 25, 2012City Council Meeting Agenda C.Discussion regarding economic development prospects south of Dividend and west of Belt Line Road. Section 551.071, Texas Government Code - Consultation with City Attorney. D.Seek legal advice concerning Peterson, et al v. OnCor Electric Delivery Corporation, DC-12-04277, 192 Judicial District, Dallas County, Texas. Section 551.072, Texas Government Code - Deliberation regarding Real Property. E.Discussion regarding property purchases and matters concerning property located at Northlake. Section 551.074, Texas Government Code - Personnel Matters. F.City Manager Evaluation. 3.Work Session (Open to the Public) 1st Floor Conference Room A.Review of the Comprehensive Plan: IH-635/SH 121 Frontage Properties. B.Belt Line/Belt Line Revitalization Development. C.Great Neighborhoods: Best Practice Evaluation and Recommendations. D.Sandy Lake/MacArthur Revitalization. E.Discussion regarding Youth Sports Field Usage. F.Discussion regarding the 2012-2013 Council Goals & Staff Work Plan. G.Discussion of Agenda Items. Planning 2011-2012 Council Goals.pdf Youth Sports Field Usage.pdf Attachments: Regular Session 4.Invocation 7:30 p.m. 5.Pledge of Allegiance 6.Consider approval of a proclamation declaring September as “Blood Cancer Awareness Month;” and authorizing the Mayor to sign. LLS Proclamation.pdfAttachments: 7.Consider approval of a proclamation naming the month of September as “National Recovery Month;” and authorizing the Mayor to sign. National Recovery Month 2012.pdfAttachments: 8.Consider approval of a proclamation proclaiming “National Night Out” on Tuesday, October 2, 2012, and providing City Council support and Page 2 City of Coppell, Texas Printed on 9/21/2012 September 25, 2012City Council Meeting Agenda endorsement of National Night Out festivities, authorizing the Mayor to sign. NNO Proclamation.pdfAttachments: 9.Consider approval of a proclamation naming the month of October "National Breast Cancer Awareness Month;" and authorizing the Mayor to sign. National Breast Cancer Awareness 2012.pdfAttachments: 10.Presentation by the Coppell Farmers Market 11.Report by Keep Coppell Beautiful. 12.Citizens’ Appearance 13.Consider approval of the minutes:September 11, 2012. Minutes.pdfAttachments: 14.PUBLIC HEARING: Consider approval of an Ordinance designating Glazier Foods Company, Reinvestment Zone No. 73 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Public Hearing and Ordinance Memo.pdf Public Hearing Notice.pdf Ordinance.pdf Attachments: 15.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Glazier Foods Company, and authorizing the Mayor to sign. Resolution Memo.pdf Resolution.pdf Tax Abatement.pdf Attachments: 16.Consider approval of an Economic Development Agreement by and between the City of Coppell and Glazier Foods Company, and authorizing the Mayor to sign. Economic Development Incentive Agreement Memo.pdf Economic Development Incentive Agreement.pdf Attachments: 17.PUBLIC HEARING: Consider approval of an Ordinance designating Tradepoint Bldg 2, LP, Reinvestment Zone No. 74 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Page 3 City of Coppell, Texas Printed on 9/21/2012 September 25, 2012City Council Meeting Agenda Tradepoint Bldg 2 - Public Hearing and Ordinance Memo.pdf Public Hearing Notice.pdf Ordinance.pdf Attachments: 18.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Tradepoint Bldg 2, LP, and authorizing the Mayor to sign. Tradepoint Bldg 2 - Resolution Memo.pdf Tradepoint Bldg 2 - Resolution.pdf Tradepoint Bldg 2 - Tax Abatement Agreement.pdf Attachments: 19.Consider approval of an Ordinance of the City of Coppell, Texas approving an amendment to Ordinance No. 2011-1290, the budget for the Fiscal Year October 1, 2011 through September 30, 2012, and authorizing the Mayor to sign. Budget Amendment Memo September 25, 2012.pdf Budget Amendment Ord September 25, 2012.pdf Attachments: 20.Consider approval of a Resolution authorizing the City Manager to negotiate one or more Tax Abatement Agreements pursuant to Chapter 312 of the Texas Tax Code and/or Economic Development Agreements pursuant to Chapter 380 of the Texas Local Government Code on behalf of the City of Coppell with Amazon.com.kydc LLC and/or its related or affiliated companies in accordance with the terms set forth; authorizing the Mayor to execute such agreements on behalf of the City of Coppell; and providing an effective date. Amazon.com.kydc LLC - Resolution Memo.pdf Amazon.com.kydc LLC - Resolution.pdf Attachments: 21.Consider approval of an Ordinance amending the Code of Ordinances, Chapter 1, Article 1-4, Section 1-4-2 entitled “Street Name Changes” by adding paragraph “T” to rename Hackberry Road to Chartwell Drive, from its intersection with Belt Line Road eastbound to the east city limits of Coppell; and authorizing the Mayor to sign and execute any necessary documents. Hackberry street name change memo.pdf Hackberry street name change letter.pdf Hackberry street name change Exhibit.pdf Hackberry street name change ordinance.pdf Attachments: 22.Consider approval of award of a Professional Services Agreement with Teague Nall and Perkins, in the amount of $113,200.00, to provide engineering and surveying services related to the planning and design of erosion mitigation and trail protection at Andrew Brown Park East, and authorizing the President of the CRDC and the City Manager to sign. Page 4 City of Coppell, Texas Printed on 9/21/2012 September 25, 2012City Council Meeting Agenda Staff Memo.pdf Agreement.pdf Map.pdf Attachments: 23.Consider approval of a contract with Flair Data Systems in the amount of $306, 750 to replace the city’s entire existing telephone system with a Cisco VoIP system and authorizing the City Manager to sign. VoIP Phone System Memo.pdfAttachments: 24.Consider approval of adopting the 2012-2013 Council Goals & Staff Work Plan. 2012-2013 CC Goal Staff Work Plan Memo.pdf Council Goals 12-13 by Date Revised.pdf Attachments: 25.City Manager Reports Project Updates and Future Agendas. 26.Mayor and Council Reports A.Report by Mayor Hunt regarding the Texas SmartScape Tour on September 29, 2012. B.Report by Mayor Hunt on Kid Country 2012. C.Report by Mayor Hunt on the Plaza Music Series and upcoming Fall Events. 27.Council Committee Reports A.Carrollton/Farmers Branch ISD/Lewisville ISD - Faught and Roden B.Coppell ISD - Mahalik and Mays C.Coppell Seniors - Brancheau and Faught D.Dallas Regional Mobility Coalition - Hunt E.International Council for Local Environmental Initiatives (ICLEI) - Brancheau F.Metrocrest Medical Foundation - Mahalik G.Metrocrest Family Medical Services - Mays H.Metrocrest Social Service Center - Franklin I.North Central Texas Council of Governments - Duncan J.North Texas Commission - Roden K.Senior Adult Services - Franklin 28.Public Service Announcements concerning items of community interest and no Council action or deliberation is permitted. 29.Necessary Action from Executive Session Adjournment Page 5 City of Coppell, Texas Printed on 9/21/2012 September 25, 2012City Council Meeting Agenda ________________________ Karen Selbo Hunt, Mayor CERTIFICATE I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of the City of Coppell, Texas on this 21st day of September, 2012, at _____________. ______________________________ Christel Pettinos, City Secretary PUBLIC NOTICE - STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e. sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals makes requests for these services forty-eight (48) hours ahead of the scheduled program, service, and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989). Page 6 City of Coppell, Texas Printed on 9/21/2012 THE ·C ITY·OF COPPELL ¥,~.*~~ ~ , ~ ~. q 1\.5 . \ I'> MEMORANDUM DATE: September 20, 2012 TO: Mayor & Council Clay Phillips, City Manager FROM: Gary L. Sieb, Director of Planning SUBJECT: 2011 -2012 Council Goals On the workshop agenda for Tuesday, September 25, 2012, there are four items that relate to satisfying Planning's current year goals. Specifically, a review of the Comprehensive Plan for IH 635 and SH 121 frontage roads; Sandy Lake RoadlMacArthur Blvd. possible revitalization; elements utilized in the evaluation of our neighborhoods; and Belt Line/Belt Line Road revitalization update. Each of these items will be presented by staff in a power point fonnat of roughly 5-10 minutes each. A FAM I LY COMMUN I TY FOR A LIFET I ME 255 PARKWAY * P.O. BOX 9478 * COPPELL TX 75019 * TEL 972 / 462 0022 * WWW . COPPELLTX.GOV   PARKS & RECREATION DEPARTMENT City Council Agenda Item Date: September 25, 2012 To: Mayor and City Council From: Brad Reid, Director of Parks and Recreation Re: Discussion Regarding Youth Sports Association Field Usage Background: The 2011-12 Council/Staff Workplan includes 2030 Strategy number 40, Community Wellness, Youth Sports: Direction (Examine Field Use Analysis and Recommendations). This information and the discussion at the September 25, 2012 Work Session is presented to satisfy this current year City Council goal. The Parks and Recreation Department initiated a field audit process beginning with the 2012 spring sport season, which coincided with the License and Use Agreement season description. The audit was conducted by part time Park Patrol employees and full time field maintenance staff. Action Plan Goals 1. Determine the specific days, and times for each day, that fields could be utilized by organized Coppell sports groups. (Mon. thru Fri. 6PM to 9:00PM and Sat./Sun. 7AM to 9:00 PM) 2. Account for late hours that younger players would not typically be at the facilities (Removed 9:00PM to 11:00PM time slots). 3. Monitor all fields in the system, both practice and game, each day and hour that were determined in #1 above. 4. Compare total available hours with hours the fields were actually programmed. 5. Solicit feedback from Sports Associations to understand reasons why certain days and times of day some fields were not scheduled for play or practice. 6. Determine trends in field usage. 7. Use the audit results to work with the Coppell Sports Council to plan for additional association or City programming opportunities, if possible. Variables 1. Certain days and times are more desirable than others for scheduling practices. 2. Associations must allow for rescheduling due to rainouts which can be significant some seasons. 3. Association participant numbers vary from year to year. 4. Other social activities such as church attendance and school nights play a factor in scheduling fields. 5. The number of players in each age group and the number of fields available to meet their needs varies. 6. Some practice fields are close to game fields and are not utilized during games due to interference etc. (Andrew Brown West soccer practice) 7. Some fields are not lighted. (MacArthur baseball fields) Observations Coppell Baseball Association  Wagon Wheel Practice (8 backstops in open space) – Average weekly usage is 12.1% ranging from 1% weekends to 31% weekdays. Highest usage on Tues. Wed. and Thurs.  Wagon Wheel Game (6 fields of various dimensions) – Average weekly usage is 22%. Highest usage on Sat. 29.1%  Moore Road Practice (2 larger fields) – Average weekly usage is 23%  MacArthur Practice (2 fields) – Average weekly usage is 29%. Highest usage M-F, 64%  MacArthur Game (7 small fields, 3 with lights) – Average weekly usage is 25%. Lighted 33% and non-lighted 18%. No scheduled play on Wednesdays and very limited play on Sundays due to church agreement. Coppell Youth Soccer Association  Wagon Wheel Game (8 fields, 2 U10 and 6 U6) – Average weekly usage is 23%. Highest usage is on Saturday, 38%.  Wagon Wheel Practice (10 fields) – Average weekly usage is 38.4%. Lowest usage in on Sunday, 1%.  Andrew Brown West Game (10 fields ranging from U6 to adult) – Average weekly usage for U6 to U10 is 21.8%. Average weekly usage for adult is 44%. Almost all of the usage is on Sat. and Sun. (One Adult field was not used and was not included in average).  Andrew Brown West Practice (15 partial fields with one goal) – Average weekly usage is 14% ranging from 4% to 30% among the 15 fields. Lowest usage is on Sat. and Sun. due to game play. Coppell Girls Softball Association  Wagon Wheel Practice - (2 “skinned” fields, one grass. All backstops only). Average weekly usage is 24% with very little usage on Sat., Sun., and Mon.  Pinkerton Elementary Practice – (2 “skinned” fields with backstops). Average weekly usage is less than 1%.  Andrew Brown East Game – (4 fields). Average weekly usage is 22% with highest use on Sat. and lowest use on Sun. Coppell Lacrosse Association (16 week season)  Andrew Brown Central Practice – (2 fields). Average weekly usage is 10.5% with highest usage Mon. through Thurs.  Andrew Brown Central Game – (one field). Average weekly usage is 14% with highest usage on Thurs., Sat., and Sun.  Lesley Game (one artificial turf field) – Average weekly usage is 34% with highest usage on weekday evenings. Opportunities  The Coppell Sports Council (CSC) has the opportunity to rearrange field schedules to allow other uses which have yet to be determined.  The Parks and Recreation Department has the opportunity to implement additional programming, perhaps more adult in nature.  The opportunity to redevelop Andrew Brown Parks East and West without a major impact to youth sports by creating more community/event space. Staff Recommendation This information will be utilized to begin discussions with the Sports Associations to become more efficient in scheduling facilities and opening up further opportunities to get more of the community involved with field usage. The CSC has already suggested that a subcommittee be formed to start with a white board and analyze existing field utilization. This study can serve as a springboard for that effort. Council Action Requested No Council action is required at this time. PROCLAMATION WHEREAS, blood cancers currently afflict more than one million people in the United States, with an estimated 140,310 new cases diagnosed each year; and WHEREAS, leukemia, lymphoma and myeloma will kill an estimated 54,000 people in the United States this year; and WHEREAS, The Leukemia & Lymphoma Society (LLS), through voluntary contributions, is dedicated to finding cures for these diseases through research efforts and the support for those that suffer from them; and WHEREAS, LLS maintains an office in North Texas to support patients with these diseases and their family members in the State of Texas; and NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do hereby proclaim the month of September 2012 as: "BLOOD CANCER AWARENESS MONTH" To enhance the understanding of blood-related cancers and to encourage participation in voluntary activities which support education programs and the funding of research programs to find a cure. IN WITNESS THEREOF, I have set my hand and caused the seal of the city of Coppell to be affixed this 25th day of September, 2012. ____________________________________________ Karen Selbo Hunt, Mayor ATTEST: _____________________________ Christel Pettinos, City Secretary PROCLAMATION WHEREAS, behavioral health is an essential part of health and one's overall wellness; and WHEREAS, prevention of mental and/or substance use disorders works, treatment is effective, and people recover in our area and around the Nation; and WHEREAS, the benefits of preventing and overcoming mental and/or substance use disorders are significant and valuable to individuals, families, and the community at large; and WHEREAS, people in recovery achieve healthy lifestyles, both physically and emotionally, and contribute in positive ways to their communities; and WHEREAS, we must encourage relatives and friends of people with mental and/or substance use disorders to implement preventive measures, recognize the signs of a problem, and guide those in need to appropriate treatment and recovery support services; and WHEREAS, in 2010, 2.6 million people received specialty treatment for a substance use disorder and more than 31.3 million adults aged 18 or older received services for mental health problems, according to the 2010 National Survey on Drug Use and Health. Given the serious nature of this public health problem, we must continue to reach the millions more who need help; and WHEREAS, to help more people achieve and sustain long-term recovery, the U.S. Department of Health and Human Services (HHS), the Substance Abuse and Mental Health Services Administration (SAMHSA), the White House Office of National Drug Control Policy (ONDCP), the Association of Persons Affected by Addictions (APAA), the City Council of Coppell, and Karen Hunt, Mayor of Coppell, invite all residents of Coppell to participate in National Recovery Month; and. NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do hereby proclaim the month of September 2012 as "NATIONAL RECOVERY MONTH" IN WITNESS THEREOF, I have set my hand and caused the seal of the city of Coppell to be affixed this 28rd day of September 2012. ____________________________________________ Karen Selbo Hunt, Mayor ATTEST: _____________________________ Christel Pettinos, City Secretary Proclamation WHEREAS, The National Association of Town Watch is sponsoring the 29th Annual edition of an important nationwide crime and drug prevention event on October 2nd, 2012, called “National Night Out;” and WHEREAS, The “29th Annual National Night Out” provides a unique opportunity for Coppell, Texas to join forces with thousands of other communities across the country in promoting cooperative police and community drug prevention efforts; and WHEREAS, The City of Coppell is celebrating the 21st Anniversary of participating in this great crime prevention program; and WHEREAS, It is essential that all citizens of Coppell, Texas be aware of the importance of crime prevention programs and the impact that their participation can have on reducing crime, drugs, and violence in Coppell, Texas; and WHEREAS, Police-Community partnerships, neighborhood awareness and safety, and cooperation are important themes of the “National Night Out” program; and WHEREAS, Neighborhood Crime Watch plays a vital part in assisting the Coppell Police Department through joint crime prevention efforts in Coppell. NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do hereby proclaim Tuesday October 2nd, 2012 as “National Night Out” In the City of Coppell, Dallas County, Texas. IN WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be affixed this ___________ day of September 2012. ____________________________________ Karen Selbo Hunt, Mayor ATTEST: ____________________________________ Christel Pettinos, City Secretary PROCLAMATION WHEREAS, National Breast Cancer Awareness Month educates women about the importance of early detection for breast cancer; and WHEREAS, since the inception of National Breast Cancer Awareness Month, mammography use has doubled, and breast cancer death rates have declined; and WHEREAS, many women still do not utilize mammography at regular intervals; and WHEREAS, in recognition of the fact that mammography is the best available method of detecting breast changes that may be cancer, long before physical symptoms can be seen or felt; and WHEREAS, breast cancer deaths could decline further if all women age 40 and older received mammograms at regular intervals. NOW, THEREFORE, I, Karen Hunt, Mayor of the City of Coppell, do hereby proclaim the month of October 2012 as “National Breast Cancer Awareness Month” IN WITNESS THEREOF, I have set my hand and caused the seal of the city of Coppell to be affixed this ___________ day of September 2012. _____________________________________ Karen Selbo Hunt, Mayor ATTEST: __________________________ Christel Pettinos, City Secretary 255 Parkway Boulevard Coppell, Texas 75019-9478City of Coppell, Texas Minutes City Council 5:30 PM Council ChambersTuesday, September 11, 2012 KAREN HUNT TIM BRANCHEAU Mayor Mayor Pro Tem BOB MAHALIK BILLY FAUGHT Place 2 Place 5 WES MAYS MARVIN FRANKLIN Place 3 Place 6 GARY RODEN AARON DUNCAN Place 4 Place 7 CLAY PHILLIPS City Manager Karen Hunt;Tim Brancheau;Bob Mahalik;Wes Mays;Gary Roden;Billy Faught;Marvin Franklin and Aaron Duncan Present 8 - Also present were City Manager Clay Phillips, City Secretary Christel Pettinos and City Attorney Robert Hager. The City Council of the City of Coppell met in Regular Called Session on Tuesday, September 11, 2012, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Call to Order1. Mayor Hunt called the meeting to order, determined that a quorum was present and convened into Executive Session at 5:45 p.m. Councilmember Franklin arrived prior to convening Executive Session. Councilmember Duncan arrived during Executive Session. Executive Session (Closed to the Public) 1st Floor Conference Room2. Section 551.087, Texas Government Code - Economic Development Negotiations. A.Discussion regarding Economic Development Prospects south of Airline and west of Freeport. Discussed under Executive Session Page 1City of Coppell, Texas September 11, 2012City Council Minutes B.Discussion regarding Economic Development Prospects north of Bethel and east Royal. Discussed under Executive Session Section 551.072, Texas Government Code - Deliberation regarding Real Property. C.Discussion regarding property purchases and matters concerning property located at Northlake. Discussed under Executive Session Section 551.071, Texas Government Code - Consultation with City Attorney. D.Consultation regarding the License Agreement between the City of Coppell and Ronald D. Hinds and Jeanne Crandall located at 965 Gibbs Crossing. Discussed under Executive Session Section 551.074, Texas Government Code - Personnel Matters. E.City Manager Evaluation. Discussed under Executive Session Work Session (Open to the Public) 1st Floor Conference Room3. Mayor Hunt adjourned the Executive Session at 6:49 p.m. and convened into Work Session. Councilmember Franklin left the meeting at 7:00 p.m. Karen Hunt;Tim Brancheau;Bob Mahalik;Wes Mays;Gary Roden;Billy Faught and Aaron Duncan Present 7 - Marvin FranklinAbsent1 - A.Update regarding the Andrew Brown Park redesign. B.Discussion regarding the Facilities Storage Expansion. C.Discussion regarding the Oil and Gas Consultants. D.Discussion regarding NLC Committee Interests. E.Discussion of Agenda Items. Presented in Work Session Regular Session (Open to the Public) Invocation 7:30 p.m.4. Page 2City of Coppell, Texas September 11, 2012City Council Minutes Councilmember Faught gave the Invocation. Pledge of Allegiance5. The Coppell Fire Department Honor Guard posted the colors and led those present in the Pledge of Allegiance. 6.Presentation by Chief Richardson of the Coppell Fire Department’s Life Saving Award. Read and Filed Fire Chief Kevin Richardson made a presentation to Council and presented the Department's Life Saving Award to five Coppell Firefighters: Captain Eric Porter, Driver/Engineer James Beare, FF/Paramedic James Daily, FF/Paramedic Brad Hardt and FF/Paramedic Brian Pierce. Mr. Adam Reeve, whose life was saved, addressed the Council and thanked the firefighters for their efforts. 7.Presentation of an award to the City of Coppell from the Texas Comptroller of Public Accounts as the recipient of the 2012 Texas Comptroller Leadership Circle Silver Member. Read and Filed Mayor Hunt presented an award to Sharon Logan, Public Information Officer, Allana Lamberth, Administrative Technician, and Cayce Lay, Budget Coordinator, from the Texas Comptroller of Public Accounts as the recipient of the 2012 Texas Comptroller Leadership Circle Silver Member. Citizens’ Appearance8. Mayor Hunt asked for those who signed up to speak: 1) Ed Guignon, 418 Park Valley Dr., updated Council on the status of Kid Country 2012. Consent Agenda9. A.Consider approval of minutes: August 28, 2012. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - B.Consider approval of an Ordinance for Case No. PD-202R-TH-1, Villas of Lake Vista, PH 2, a zoning change from PD-202-TH-1 (Planned Development-202-Townhouse-1) to PD-202R-TH-1 (Planned Development-202 Revised-Townhouse-1), to allow 39 single-family lots and (5) five common area lots to replace 62 townhome lots and (8) Page 3City of Coppell, Texas September 11, 2012City Council Minutes eight common area lots on 9.3 acres of property located on the south side of Lake Vista Drive, approximately 970 feet east of North MacArthur Boulevard and authorizing the Mayor to sign. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 91500-A-0596 C.Consider approval of an Ordinance for Case No. PD-229R2-LI, Minyard Addition, a zoning change from PD-229-LI (Planned Development-229-Light Industrial) to PD-229R2-LI (Planned Development-229 Revision 2-Light Industrial), to allow the retention of the existing 12,500-square-foot building and to construct 252 car parking spaces and 60 trailer storage spaces with a masonry screening wall on 6.9 acres of property located at 849 Freeport Parkway and authorizing the Mayor to sign. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 91500-A-0597 D.Consider approval an Ordinance for Case No. PD-250R5-H, Old Town Addition (Main St) Retail/Office Cottages, Lots 2R-4R, Block A, a zoning change from PD-250-H (Planned Development-250-Historic) to PD-250R5-H (Planned Development-250 Revision 5-Historic), for three (3) retail/office cottage buildings on three (3) separate lots on 0.35 acres of property located on the northwest corner of Main Street and Houston Street and authorizing the Mayor to sign. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 91500-A-0598 E.Consider approval of an Ordinance for Case No. PD-250R6-H, Old Town Addition (Main St) Retail/Restaurant, Lot 1R, Block D, a zoning change from PD-250-H (Planned Development-250-Historic) to PD-250R6-H (Planned Development-250 Revision 6-Historic), for a 5,034-square-foot retail/restaurant building on 0.19 acres of property Page 4City of Coppell, Texas September 11, 2012City Council Minutes located on the southwest corner of West Main Street and Houston Street and authorizing the Mayor to sign. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 91500-A-0599 F.Consider approval of entering into Professional Services Agreements with David Lunsford, Cibola Venture Services, to provide application review and inspections for oil and gas drilling, and with Kenneth S. Tramm, Modern Geosciences, to provide testing, monitoring activities. Both consultants will also review the regulations of Article 9-26, “Oil and Gas Drilling” of the Coppell Code of Ordinances. This item was considered separately. Presentation: Marcie Diamond, Assistant Director of Planning, made a presentation to Council. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - G.Consider approval of an Ordinance abandoning the City’s rights to two 15’ x 20’ drainage easements, a portion of a 20’ utility easement, and a 50’ construction easement in conjunction with the Ridgecrest Subdivision at the northeast corner of Lodge and Sandy Lake and as further described in Exhibits “A”, “B”, “C”, and “D” attached hereto; reserving all existing easement rights of others if any, whether apparent or non-apparent, aerial, surface, underground or otherwise; providing for the furnishing of a certified copy of this Ordinance for recording in the Real Property Records of Dallas County, Texas as a quitclaim deed; and authorizing the Mayor to sign and execute any necessary documents. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - H.Consider approval to award Bid Q-0812-01 for the Facilities Storage Expansion at the existing City Service Center on South Coppell Road to Copper Mountain Construction in the amount of $165,000.00 as Page 5City of Coppell, Texas September 11, 2012City Council Minutes budgeted; and authorizing the City Manager to sign and execute any necessary documents. This item was considered separately. Presentation: Sheri Moino, Facilities Manager, made a presentation to Council. A motion was made by Councilmember Billy Faught, seconded by Councilmember Aaron Duncan, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - I.Consider approval to replace the Facility Alerting System in 4 Fire Department buildings, as approved in the 2011-12 budget, for the amount of $59,990.14, by Affiliated Computer Services (ACS), via Interlocal Purchasing agreement with the City of Carrolton. A motion was made by Councilmember Mays, seconded by Councilmember Faught, to approve Agenda Items A-E, G and I on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - End of Consent Agenda 10.Consider approval of an Ordinance approving and adopting the budget for the City of Coppell, Texas for the Fiscal Year of October 1, 2012 through September 30, 2013, and authorizing the Mayor to sign. Presentation: Jennifer Miller, Director of Finance, made a presentation to Council. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Aaron Duncan, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 2012-1318 11.Consider the approval of the property tax revenue increase as reflected in the 2012-13 Annual Operating Budget. Presentation: Jennifer Miller, Director of Finance, made a presentation to Council. A motion was made by Mayor Pro Tem Tim Brancheau, seconded by Councilmember Billy Faught, to approve a property tax revenue increase of $189,942 or 0.58% and of that amount $276,920 is tax revenue to be raised from new property added to the roll this year. The motion passed by an unanimous Page 6City of Coppell, Texas September 11, 2012City Council Minutes vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 12.Consider approval of an Ordinance of the City of Coppell, Texas levying the ad valorem taxes for the year 2012 at $.67046 on each One Hundred Dollars ($100) assessed value of taxable property of which $.46571 is for operations and maintenance and $.20475 is for interest and sinking, and authorizing the Mayor to sign. Presentation: Jennifer Miller, Director of Finance, made a presentation to Council. A motion was made by Councilmember Wes Mays, seconded by Councilmember Aaron Duncan, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 2012-1319 13.PUBLIC HEARING: Consider approval of the Minyard Addition, Lot 4R1, Block 1, Replat, to relocate and abandon various fire lane easements to permit the retention of the existing 12,500-square-foot building and to construct 252 car parking spaces and 60 trailer storage spaces with a masonry screening wall on 6.9 acres of property located at 849 Freeport Parkway. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, to close the Public Hearing and approve this Agenda Item. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 14.PUBLIC HEARING: Consider approval of Case No. PD-214R6-C, Arbor Manor Retail (Jersey Mikes), a zoning change request from PD-214R5-C (Planned Development-214 Revision 5-Commercial) to PD-214R6-C (Planned Development-214 Revision 6-Commercial), to allow an additional 1,500-square-foot restaurant within the retail building proposed to be constructed on 1.5 acres of property located at 143 S. Denton Tap Road, approximately 155 feet north of West Braewood Drive. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Page 7City of Coppell, Texas September 11, 2012City Council Minutes Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Billy Faught, seconded by Councilmember Wes Mays, to close the Public Hearing and approve this Agenda Item subject to the following condition: 1) Development shall be in accordance with the approved site plan, floor plan, and sign plan. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 15.PUBLIC HEARING: Consider approval of Case No. PD-228R4-HC, Vista Ridge Retail Amended, Lot 3R, Block A, (Elite Care), a zoning change request from PD-228-HC (Planned Development-228-Highway Commercial) to PD-228R4-HC (Planned Development-228 Revision 4-Highway Commercial), to attach a Detail Plan to Lots 3 and 4 to allow a 14,000-square-foot medical facility on approximately 1.8 acres of property located on the north side of S.H. 121 approximately 400 feet east of Denton Tap Road. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Namer Kaim, 24080 Hwy 59 N., Ste. 175, representing the applicant, addressed questions of Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Billy Faught, to close the Public Hearing and approve this Agenda Item. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 16.PUBLIC HEARING: Consider approval of the Vista Ridge Retail Amended, Lot 3R, Block A, Replat, being a replat of Lots 3 and 4, Block A into Lot 3R, of the Vista Ridge Retail Addition to establish necessary easements and fire lanes to allow a 14,000-square-foot medical facility on approximately 1.8 acres of property located on S.H. 121 approximately 400 feet east of Denton Tap Road. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. Page 8City of Coppell, Texas September 11, 2012City Council Minutes A motion was made by Councilmember Billy Faught, seconded by Mayor Pro Tem Tim Brancheau, to close the Public Hearing and approve the Agenda Item subject to the following conditions: 1) There is an $11,179.00 pro rata fee for the water line in addition to the impact fees. 2) There may be additional comments during detailed engineering plan review. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 17.PUBLIC HEARING: Consider approval of CASE NO. PD-238R2-HC, Coppell Office Village, a zoning change request from PD-238R-HC (Planned Development-238 Revised-Highway Commercial) to PD-238R2-HC (Planned Development-238 Revision 2-Highway Commercial), to revise the Detail Site Plan to allow the existing 40-square-foot monument sign to be externally illuminated with a four-foot bronze fixture with white florescent lighting in lieu of the existing internal LED lighting on property located at 225 East S.H. 121. Presentation: Gary Sieb, Director of Planning, made a presentation to Council. The Applicant requested that the Public Hearing remain open until October 9th. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Mayor Pro Tem Tim Brancheau, seconded by Councilmember Billy Faught, to keep the Public Hearing open until October 9th. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 18.Consider approval of an Engineering Services contract with Verdunity, Inc. in the amount of $67,695.00 for the design of Southern Belle Drive; as provided for by the ¼ Cent Sales Tax for Street Maintenance; and authorizing the City Manager to sign and execute any necessary documents. Presentation: Mike Garza, Civil Engineer, made a presentation to Council. A motion was made by Councilmember Billy Faught, seconded by Mayor Pro Tem Tim Brancheau, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - 19.Consider approval of a Resolution approving the terms and conditions Page 9City of Coppell, Texas September 11, 2012City Council Minutes of an Interlocal Agreement between the City of Carrollton and The City of Coppell where the City of Carrollton agrees to provide detention services for all detainees of the City of Coppell Police Department at an agreed upon price not to exceed $100.00 per detainee for the first 48 hours of detention; and authorizing the Mayor to sign. Presentation: Police Chief Mac Tristan made a presentation to Council. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Aaron Duncan Aye:6 - Enactment No: 2012-0911.1 City Manager Reports 20.Project Updates and Future Agendas. Read and Filed City Manager Clay Phillips reported that we are moving forward with the planning and renovations at 265 Parkway Blvd. Conversations have been had with the existing tenants regarding the completion of the leases and plans are being made regarding the moves from other facilities. With regards to Main Street and Old Town, the barricades have been removed, Oncor is installing lighting and homes are being sold. The commercial development will be coming soon. Finally, Council met with the Economic Development Committee and the Planning and Zoning Commission on September 5th. Discussion was had on zoning amendments, so staff will be bring back the Code updates for Council's review. Mayor and Council Reports21. A.Report by Mayor Hunt regarding Metroplex Mayors’ Meeting. B.Report by Mayor Hunt regarding the Plaza Music Series. Read and Filed Mayor Hunt reported on the Metroplex Mayors' Meeting held earlier that day. Bennett Sandlin, TML Executive Director, was the guest speaker. He spoke about the election process and the upcoming Presidential Election, as well as the topics for the upcoming Legislative Session. Mayor Hunt also mentioned the Plaza Music Series is going on. Councilmember Mays said the last event was very well-attended and had great music. The next performance is on September 15th with Petty Theft, followed by Heath Webb on September 27th and Moving Colors on September 29th. Public Service Announcements concerning items of community interest and no Council action or deliberation is permitted. 22. Page 10City of Coppell, Texas September 11, 2012City Council Minutes Mayor Hunt announced that the Boards and Commissions process is winding to a close. Applications are available online, at the Library, or Town Center. The deadline to turn in an application is September 21st at 5 p.m. Necessary Action from Executive Session23. Nothing to report. Adjournment There being no further business to come before the Council, the meeting was adjourned. ________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary Page 11City of Coppell, Texas NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 25th day of September, 2012, at 7:30 P.M., to consider designation of the property described as Lots 1 & 2, Block 1, Minyard Addition (79.528 acres), located at the SWC of Freeport Parkway and Bethel Road, Coppell, Texas, Glazier Foods Company as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate September 14, 2012 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 1 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 73 (GLAZIER FOODS COMPANY); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS, THAT: SECTION 1: The City Council of the City of Coppell, Texas, finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 73 Glazier Foods Company”. 2 SECTION 3. The property within Reinvestment Zone No. 73 is eligible for commercial- industrial tax abatement effective on January 1, 2012. SECTION 4. If any article, paragraph or subdivision, clause or provision of this Ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this Ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. All provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this Ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this Ordinance shall remain in full force and effect. SECTION 6. This Ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2012. APPROVED: KAREN SELBO HUNT, MAYOR ATTEST: CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:8-16-12:TM 56769) 3 Exhibit “A” (Legal Description of Land) Lots 1 & 2, Block 1 of the Minyard Addition (79.528 acres). Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Glazier Foods Company – Public Hearing and Ordinance Glazier Foods Company will be leasing approximately 282,000 square feet of space at 777 Freeport Parkway. Glazier Foods Company will lease this space to serve as their regional warehouse and distribution center. The company will sign a ten year lease. The Economic Development Committee unanimously recommended approval of a 75% abatement on business personal property for a period of 5 years. In order to grant a tax abatement, a reinvestment zone must be created by ordinance. In order to create a reinvestment zone by ordinance, a public hearing must be held. This item satisfies both of those requirements. The public hearing is held to determine if the improvements in the zone are feasible, practical and of benefit to the land. The public hearing notice was published in the Citizens’ Advocate on Friday, September 14, 2012, as required by Chapter 312 of the Texas Property Code. The 79.528 acre tract of land included within the boundaries of this zone is located south of Bethel Road and west of Freeport Parkway. The legal description for the property is Lots 1 & 2, Block 1 of the Minyard Addition. Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Glazier Foods Company - Resolution Glazier Foods Company will sign a 10 year lease for approximately 282,000 square feet of space at 777 Freeport Parkway. This facility will serve as Glazier’s regional warehouse and distribution center. Glazier Foods Company will employ approximately 180 people at this location. Reinvestment Zone No. 73 will be created for Glazier Foods Company by ordinance on September 25, 2012. The resolution and abatement that coincide with that reinvestment zone will grant a 75%, 5 year tax abatement on the business personal property for Glazier Foods Company. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND GLAZIER FOODS COMPANY; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Glazier Foods Company, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the tangible personal property to be added to the improvements on the Land described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The tangible personal property and the improvements on the Land will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2012. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:8-6-12:TM 55474) 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and among the City of Coppell, Texas (the “City”), and Glazier Foods Company, a Texas corporation (the “Lessee”) (the City and Lessee collectively referred to as the “Parties” or singularly as a “Party”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 73 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Lessee has leased or intends to lease approximately 282,000 square feet of office/warehouse/distribution space in the building on the Land (hereinafter defined) located at 777 Freeport Parkway, Coppell, Texas (hereinafter described as the “Leased Premises”), for a period of at least five (5) years (hereinafter defined as the “Lease”), and intends to locate and maintain Tangible Personal Property (hereinafter defined) at the Leased Premises; and WHEREAS, the Parties believe that the development efforts of the Lessee described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Improvements (hereinafter defined), and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) WHEREAS, the City Council finds that the Leased Premises sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Lessee for the abatement of taxes pursuant to Chapter 312 of the Tax Code, as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the anticipated expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of the City and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Texas. “Effective Date” shall mean the last date of execution of this Agreement, unless the context indicates otherwise. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date a certificate of occupancy is issued for the occupancy of the Leased Premises by the Lessee. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. Page 3 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution and located on the Property. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Improvements” shall mean the building on the Land located at 777 Freeport Parkway, Coppell, Texas. “Land” shall mean the real property described in Exhibit “A”. “Lease” shall mean the lease of the Leased Premises by Lessee for a period of not less than five (5) years commencing on the Lease Inception Date. “Lease Inception Date” shall mean the date the term of the Lease commences, but not later than January 1, 2013. “Leased Premises” shall mean approximately 282,000 square feet of office/warehouse/distribution space in the Improvements. “Lessee” shall mean Glazier Foods Company, a Texas corporation. “Premises” shall mean collectively, the Land and Improvements following construction thereof, but excluding the Tangible Personal Property. “Related Agreement” shall mean any other agreement by and between the City and the Lessee, or any of its affiliated or related entities, relating to the Land and the Improvements. “Tangible Personal Property” shall mean tangible personal property, equipment and fixtures (but excluding inventory, supplies, Freeport Goods and Goods in Transit) owned or leased by Lessee that is added to the Leased Premises subsequent to the execution of this Agreement. “Taxable Value” shall mean the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 The Lessee has entered into, or intends to enter into, the Lease. The Lessee intends to locate and maintain Tangible Personal Property at the Leased Premises. 2.2 The Premises are not in an improvement project financed by tax increment bonds. Page 4 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises and Tangible Personal Property is not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Lessee shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Leased Premises constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value of the Tangible Personal Property is at least One Million Five Hundred Thousand Dollars ($1,500,000.00) as of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Lessee an abatement of seventy-five percent (75%) of the Taxable Value of the Tangible Personal Property for a period of five (5) consecutive years beginning with the First Year of Tax Abatement. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property that is added to the Leased Premises. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Lessee shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land. 3.5 The Lessee agrees to locate and maintain Tangible Personal Property at the Leased Premises with a Taxable Value of at least One Million Five Hundred Thousand Dollars ($1,500,000.00) as of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement. 3.6 The term of this Agreement shall begin on the Effective Date and shall continue until March 1 of the calendar year following the sixth (6th) anniversary date of the First Year of Abatement, unless sooner terminated as provided herein. Page 5 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) Article IV Improvements 4.1 Nothing in this Agreement obligates the Lessee to enter into the Lease and/or occupy the Leased Premises, but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Lessee’s tax abatement pursuant to this Agreement, Lessee shall have entered into the Lease on or before January 1, 2013. Lessee agrees and covenants to continuously lease and occupy the Leased Premises for a period of at least five (5) years commencing on the Lease Inception Date. 4.3 Lessee agrees to maintain the Leased Premises during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.4 The City, its agents and employees shall have the right of access to the Leased Premises during Lessee’s occupancy of the Leased Premises to inspect the Leased Premises at reasonable times during business hours and with reasonable prior notice to Lessee, and in accordance with Lessee’s visitor access and security policies, in order to insure that the use of the Leased Premises are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Lessee: (i) fails to occupy the Leased Premises in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Lessee retains its right to timely and properly protest such taxes or assessment); (iii) suffers an event of “Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Lessee after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such uncured default, the Lessee shall, within thirty (30) days after termination, pay to the City all taxes which otherwise would have been paid by the Lessee to the City without benefit of a tax abatement for the Tangible Personal Property, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Lessee, its successors and assigns and shall constitute a tax lien against the Tangible Personal Property, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. Page 6 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) 5.2 Upon breach by Lessee of any obligations under this Agreement, the City shall notify the Lessee in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such thirty (30) day period, and the Lessee has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Lessee fails to cure the default within the time provided as specified above, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Lessee. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, as set forth in Section 5.1 above, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Tangible Personal Property, without tax abatement for the years in which tax abatement hereunder was received by the Lessee, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Lessee pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser of the Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Lessee shall annually render the value of the Tangible Personal Property to the Appraisal District, and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: Page 7 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) If intended for City, to: Attn: City Manager City of Coppell, Texas 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 If intended for Lessee, to: Attn: John H. Miller Glazier Foods Company 11303 Antoine Houston, Texas 77066 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Page 8 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Lessee without the prior written consent of the City Manager. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Lessee agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Lessee shall repay the taxes abated herein as of the date of such violation within 120 days after the date the Lessee is notified by the City of such violation, plus interest at the rate of 6% compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. (Signature page to follow) Page 9 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) EXECUTED in duplicate originals the ____ day of _______________, 2012. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2012. GLAZIER FOODS COMPANY By:_______________________________________ John H. Miller, President Page 10 Tax Abatement Agreement City of Coppell and Glazier Foods Company (TM 55473) Exhibit “A” (Legal Description of Land) Lots 1 & 2, Block 1 of the Minyard Addition (79.528 acres). Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Glazier Foods Company – Economic Development Incentive Agreement Glazier Foods Company will be leasing approximately 282,000 square feet of space at 777 Freeport Parkway. Glazier Foods Company will lease this space to serve as their regional warehouse and distribution center. The company will sign a ten year lease and employ approximately 180 people. The Economic Development Committee unanimously recommended approval of this Economic Development Incentive Agreement, which grants a 10 year, 25% rebate of the 1% sales and use tax imposed by the City pursuant to Chapter 321 of the Texas Tax Code on the sale of taxable items by Glazier Foods Company in the City of Coppell. Page 1 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) STATE OF TEXAS § § COUNTY OF DALLAS § ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement (“Agreement”) is made by and between the City of Coppell, Texas (the “City”), and Glazier Foods Company, a Texas corporation (“Company”), acting by and through their respective authorized officers. W I T N E S S E T H: WHEREAS, the Company has leased or intends to lease approximately 282,000 square feet of office/warehouse/distribution space in the building located at 777 Freeport Parkway, Coppell, Texas (hereinafter described as the “Leased Premises”), for a period of at least ten (10) years (hereinafter defined as the “Lease”), and intends to locate and maintain Tangible Personal Property (hereinafter defined) at the Leased Premises; and WHEREAS, the Company has advised the City that a contributing factor that would induce the Company to continue to occupy the Leased Premises and to retain its existing operations at the Leased Premises would be an agreement by the City to provide an economic development grant to the Company as set forth herein; and WHEREAS, the City has adopted programs for promoting economic development and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and Chapter 380.001 of the Texas Local Government Code to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to the Company in accordance with this Agreement is in accordance with the City Economic Development Program and will: (i) further the objectives of the City; (2) benefit the City and the City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in the City; NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Page 2 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) Article I Term This Agreement shall be effective on the last date of execution hereof (“Effective Date”) and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article II Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Annual Grants” shall mean ten (10) annual grants each in the amount equal to twenty-five percent (25%) of the Sales Tax Receipts for the applicable Grant Period, to be paid to the Company as set forth herein. The amount of each Annual Grant shall be computed by multiplying the Sales Tax Receipts received by the City by the stated percentage for the given Grant Period, less an administrative fee charged to the City by the State of Texas. “Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of such party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Texas. “Commencement Date” shall mean the first day of the first calendar month following the date the City issues a certificate of occupancy of the Leased premises for the Company. “Company” shall mean Glazier Foods Company, a Texas corporation. “Consummated” shall have the same meaning assigned by Texas Tax Code, Section 321.203, or its successor. “Expiration Date” shall mean April 1 of the calendar year immediately following the end of the tenth (10th) Grant Period. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the Page 3 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) intentionally wrongful acts or omissions of the party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Grant Period” shall mean a full calendar year beginning with January 1 of the calendar year immediately following the Commencement Date. “Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Company or any property or any business owned by Company within the City. “Lease” shall mean the lease of the Leased Premises by Company for a period of not less than ten (10) years commencing on the Lease Inception Date. “Lease Inception Date” shall mean the Commencement Date of the lease term under the Lease, but no later than January 1, 2013. “Leased Premises” shall mean approximately 282,000 square feet of office/warehouse/distribution space in the building located at 777 Freeport Parkway, Coppell, Texas. “Payment Request” shall mean a written request from Company to the City for payment of the applicable Annual Grant accompanied by the Sales Tax Certificate for the applicable Grant Period. “Related Agreement” shall mean any other agreement by and between the City and the Company, or any of its affiliated or related entities, relating to the Leased Premises. “Required Use” shall mean the Company’s continuous lease and occupancy of the Leased Premises, and Company’s continuous operation of business engaged in the distribution and shipping of food supplies and related merchandise to the public. “Retailers” shall mean the Company and tenants within the Leased Premises required by the State of Texas to collect Sales and Use Tax. “Sales and Use Tax” shall mean the one percent (1%) sales and use tax imposed by the City pursuant to Chapter 321, Texas Tax Code on the sale of Taxable Items by the Retailers Consummated in the City at the Leased Premises. “Sales Tax Certificate” shall mean a report provided by the State of Texas to the City in accordance with Texas Tax Code, Section 321.3022 (or other applicable provision of the Texas Tax Code), which lists the amount of Sales and Use Tax paid (including any Page 4 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) refunds, credits or adjustments) received by the City from the State of Texas from the sale of Taxable Items by the Retailers Consummated at the Leased Premises for the applicable Grant Period, or if such report is not available, a certificate or other statement, containing the information required as set forth herein, in a form provided by the Company reasonably acceptable to the City setting forth the collection of Sales and Use Tax (including any refunds, credits or adjustments) by the Company received by the City from the State of Texas, for the sale of Taxable Items by the Retailers Consummated at the Leased Premises for the applicable Grant Period, which are to be used to determine eligibility of the Company for the Annual Grants, together with such supporting documentation required herein, and as the City may reasonably request. “Sales Tax Receipts” shall mean the City’s receipts from the State of Texas from the Retailers’ collection of the Sales and Use Tax (it being expressly understood that the City’s one percent (1%) sales and use tax receipts are being used only as a measurement for its participation through the use of general funds), as a result of sale of Taxable Items by Retailers for the applicable Grant Period consummated at the Leased Premises. Sales Tax Receipts do not include any sales and use tax imposed by City for the benefit of the Coppell Recreation Development Corporation, pursuant to the Development Corporation Act, Chapters 501-505 of the Texas Local Government Code, or sales and use tax imposed by the City for crime control or street maintenance. “State of Texas” shall mean the Office of the Texas Comptroller, or its successor. “Tangible Personal Property” shall mean tangible personal property, equipment and fixtures (but excluding inventory, supplies, Freeport Goods and Goods in Transit) owned or leased by Company that is added to the Leased Premises subsequent to the execution of this Agreement. “Taxable Items” shall mean both “taxable items” and “taxable services” as those terms are defined by Chapter 151, Texas Tax Code, as amended. Article III Economic Development Grant 3.1 Annual Grants. (a) Subject to the Required Use and continued satisfaction of all the terms and conditions of this Agreement and the obligation of the Company to repay the Annual Grants pursuant to Article V hereof, the City agrees to provide the Company with ten (10) Annual Grants, each in an amount equal to twenty-five percent (25%) of the Sales Tax Receipts for the applicable Grant Period. The Annual Grants shall be paid within ninety (90) days after receipt of a Payment Request following the end of the applicable Grant Period. Each Payment Request shall be submitted to the City not later than sixty (60) days immediately following the end of the applicable Grant Period. If the Company fails to timely submit the Payment Request for any applicable Grant Period the Company shall forfeit the Annual Grant for such Grant Period. For illustration purposes only, assume the Commencement Date is September 15, 2012, in which case the first Grant Period Page 5 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) would begin January 1, 2013, through and including December 31, 2013, the Payment Request for the first Grant Period would be submitted to the City by the Company within sixty (60) days after December 31, 2013, and the first Annual Grant would be paid within ninety (90) days after end of the first Grant Period provided the Company has provided the Payment Request. The amount of the first Annual Grant shall be equal to twenty-five percent (25%) of the Sales Tax Receipts for the period beginning January 1, 2013, through and including December 31, 2013. (b) Adjustment Notification. The Company shall promptly notify the City in writing of any adjustments found, determined or made by the Retailers, the State of Texas or by an audit that results, or will result, in either a refund or reallocation of Sales Tax Receipts or the payment of Sales and Use Tax or involving amounts reported by the Company as subject to this Agreement. Such notification shall also include the amount of any such adjustment in Sales and Use Tax or Sales Tax Receipts. The Company shall notify the City in writing within ninety (90) days after receipt of notice of the intent of the State of Texas, to audit the Company, its Affiliates and/or its customers. Such notification shall also include the period of such audit or investigation. (c) Adjustments. In the event the Retailers files an amended sales and use tax return, or report with the State of Texas, or if additional Sales and Use Tax is due and owing by the Company to the State of Texas, as determined or approved by the State of Texas, affecting Sales Tax Receipts for a previous Grant Period, then the Annual Grant payment for the Grant Period immediately following such State of Texas approved amendment shall be adjusted accordingly (i.e., up or down, depending on the facts) provided the City has received Sales Tax Receipts attributed to such adjustment. As a condition precedent to payment of such adjustment, the Company shall provide the City with a copy of any such amended sales and use tax report or return, and the approval thereof by the State of Texas. Copies of any amended sales and use tax return or report or notification from the State of Texas that additional Sales and Use Tax is due and owing by the Retailers to the State of Texas, as determined by the State of Texas, affecting Sales Tax Receipts for a previous Grant Period shall be provided to the City with the Payment Request for the next Grant Period. (d) Refunds and Underpayments of Grants. In the event the State of Texas determines that the City erroneously received Sales Tax Receipts, or that the amount of Sales and Use Tax paid to the Company exceeds (or is less than) the correct amount of Sales and Use Tax for a previous Grant Period, for which the Company has received an Annual Grant, the Company shall, within sixty (60) days after receipt of notification thereof from the City specifying the amount by which such Annual Grant exceeded the amount to which the Company was entitled pursuant to such State of Texas determination, adjust (up or down, depending on the facts) the amount claimed due for the Annual Grant payment for the Grant Period immediately following such State of Texas determination. If the Company does not adjust the amount claimed due for the Annual Grant payment for the Grant Period immediately following such State of Texas determination the City may, at its option, adjust the Annual Grant payment for the Grant Period immediately following such State of Texas determination. If the adjustment results in funds to be paid back to the City, the Company shall repay such amount to the City within sixty (60) days after receipt of such State of Page 6 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) Texas determination. As a condition precedent to payment of such refund, the City shall provide Company with a copy of such determination by the State of Texas. The provisions of this Section shall survive termination of this Agreement. (e) Grant Payment Termination; Suspension. This payment of Annual Grants shall terminate on the effective date of determination by the State of Texas or other appropriate agency or court of competent jurisdiction that the Leased Premises are not a place of business resulting in Sales and Use Taxes being due the City from the sale of Taxable Items by the Retailers at the Leased Premises. In the event the State of Texas seeks to invalidate the Leased Premises as a place of business where Sales and Use Tax was properly remitted to the State of Texas (the “Comptroller Challenge”) the payment of Annual Grants by the City hereunder shall be suspended until such Comptroller Challenge is resolved in whole favorably to the City. In such event, the Company shall not be required to return or refund Annual Grants previously received from the City provided the Company is actively defending against and/or contesting the Comptroller Challenge and Company promptly informs the City in writing of Company’s actions and with copies of all documents and information related thereto. In the event the Comptroller Challenge is not resolved favorably to the City and/or in the event the State of Texas determines that the Leased Premises are not a place of business where the Sales and Use Tax was properly remitted to the State of Texas, and Sales and Use Tax Receipts previously paid or remitted to the City relating to the Leased Premises are reversed and required to be repaid to the State of Texas, then the obligation to pay the Annual Grants shall terminate and the Company shall refund all Annual Grants received by the Company from the City that relate to the Comptroller Challenge, which refund shall be paid to the City within forty-five (45) days of the date that the Comptroller Challenge required the City to repay Sales and Use Tax Receipts. 3.2 Current Revenue. The Annual Grants made hereunder shall be paid solely from lawfully available funds that have been appropriated by the City. Under no circumstances shall City’s obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. The Annual Grant shall be paid solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas Constitution. Further, City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by Company. None of the City’s obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 3.3 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided; however, City agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay the Grants for the then ensuing fiscal year. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by the Company. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered by the Company in favor of any commercial lender and/or similar financial institution. Page 7 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) 3.4. Indemnification. THE COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY THE “CITY”) HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGMENTS, ATTORNEY FEES, COSTS, EXPENSES, AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO ANY OF THE FOLLOWING: ANY CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT THE CITY HAS BEEN ERRONEOUSLY OR OVER-PAID SALES AND USE TAX FOR ANY PERIOD DURING THE TERM OF THIS AGREEMENT AS THE RESULT OF THE FAILURE OF THE COMPANY TO MAINTAIN A PLACE OF BUSINESS AT THE PROPERTY OR IN THE CITY, OR AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR NON-PERFORMANCE BY COMPANY UNDER THIS AGREEMENT EXCEPT THAT THE INDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTIONS OR OMISSIONS OF THE CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT BEING THE INTENTION OF THE PARTIES THAT THE COMPANY SHALL BE RESPONSIBLE FOR THE REPAYMENT OF ANY ANNUAL GRANTS PAID TO THE COMPANY HEREIN THAT INCLUDES SALES AND USE TAX RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WAS ERRONEOUSLY PAID, DISTRIBUTED, OR ALLOCATED TO THE CITY. Article IV Conditions to Annual Grants The obligation of the City to pay the Annual Grants shall be conditioned upon the compliance and satisfaction by the Company of the terms and conditions of this Agreement and each of the conditions set forth in Article IV. 4.1 Payment Request. The Company shall, as a condition precedent to the payment of each Annual Grant, provide the City with the applicable Payment Request. 4.2 Good Standing. The Company shall not have an uncured breach or default of this Agreement, or a Related Agreement. 4.3 Sales Tax Certificate. As a condition to the payment of each Annual Grant hereunder, City shall have received a Sales Tax Certificate for the applicable Grant Period for which payment of an Annual Grant is requested. Beginning April 1 of the calendar year immediately following the first Grant Period and continuing on April 1 of each calendar year thereafter that this Agreement is in effect, the Company shall provide the City with a Sales Tax Certificate for the applicable Grant Period. The City shall have no duty to calculate the Sales Tax Receipts or determine the entitlement of the Company to any Annual Grant, or pay any Annual Grant during the term of this Agreement until such time as Company has provided the Page 8 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) City a Sales Tax Certificate for the applicable Grant Period. The City may but is not required to provide Company with a form for the Sales Tax Certificate required herein. At the request of t he City, the Company shall provide such additional documentation as may be reasonably requested by City to evidence, support and establish the Sales and Use Tax paid and collected (including sales and use tax paid directly to the State of Texas pursuant to a direct payment permit) by Company for the sale of Taxable Items by Retailers Consummated at the Leased Premises and received by City from the State of Texas. The Sales Tax Certificate shall at a minimum contain, include or be accompanied by the following: a. A schedule detailing the amount of the Sales and Use Tax collected and paid to the State of Texas as a result of the sale of Taxable Items by Retailers Consummated at the Leased Premises for the previous ending Grant Period; b. A copy of all sales and use tax returns and reports, sales and use tax prepayment returns, direct payment permits and reports, including amended sales and use tax returns or reports, filed by Company for the previous ending Grant Period showing the Sales and Use Tax collected (including sales and use tax paid directly to the State of Texas pursuant to a direct payment certificate) by Company for the sale of Taxable Items Consummated at the Leased Premises; c. A copy of all direct payment and self-assessment returns, including amended returns, filed by Company for the previous ending Grant Period showing the Sales and Use Tax paid for the sale of Taxable Items by Retailers Consummated at the Leased Premises; d. Information concerning any refund or credit received by Company of the Sales or Use Taxes paid or collected by Company (including any sales and use tax paid directly to the State of Texas pursuant to a direct payment permit) which has previously been reported by Company as Sales and Use Tax paid or collected; and e. A schedule detailing the total sales of Taxable Items by Retailers Consummated at the Leased Premises for the previous ending Grant Period. City agrees to the extent allowed by law to maintain the confidentiality of the Sales Tax Certificate. 4.4 Minimum Sales Tax Receipts. As a condition precedent to the payment of each Annual Grant hereunder, City shall have received Sales Tax Receipts of at least Forty Thousand Dollars ($40,000.00) for the applicable Grant Period. The required Minimum Sales Tax Receipts are not achieved for a given Grant Period the Company shall forfeit the Annual Grant for such Grant Period but such failure shall not be an event of default subject to termination and recapture as provided in Article V hereof. Page 9 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) 4.5 Required Use. During the period beginning on the Effective Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with, and to the extent of an event of Force Majeure. 4.6 Continuous Lease and Occupancy. The Company shall, beginning on the Effective Date and continuing thereafter until the Expiration Date, continuously lease and occupy the Leased Premises. 4.7 Lease. The Company shall have entered into the Lease on or before January 1, 2013, and the Company shall occupy the Leased Premises on or before May 1, 2013, but no later than the Lease Inception Date. Article V Termination; Repayment 5.1 Termination. This Agreement shall terminate upon any one of the following: (a) by written agreement of the parties; (b) Expiration Date; (c) by either party in the event the other party breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such breach is not cured within thirty (30) days after written notice thereof; (d) by City, if Company suffers an Event of Bankruptcy or Insolvency; (e) by City, if any Impositions owed to the City or the State of Texas by Company shall become delinquent (provided, however the Company retains the right to timely and properly protest and contest any such Impositions); or (f) by either party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 5.2 Repayment. In the event the Agreement is terminated by City at any time during the Grant Periods pursuant to Section 5.1(c) (following an uncured breach by Company), (d), (e), or (f) (provided such legislation or decision requires the repayment of the Annual Grants), the Company shall immediately repay to the City an amount equal to the Annual Grants previously paid by the City to the Company as of the date of such termination, plus interest at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by the City) as its prime or base commercial lending rate, which shall accrue from the date of the first payment of the Annual Grants during such period until paid. Page 10 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) 5.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Company, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and assigns of the parties hereto. This Agreement may not be assigned without the express written consent of the City Manager. 6.2 Limitation on Liability. It is understood and agreed between the parties that the Company, in satisfying the conditions of this Agreement, has acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. The Company agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses of any nature whatsoever by a third party arising out of the Company’s failure to perform its obligations under this Agreement. 6.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the parties. 6.4 Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered. If intended for City, to: Attn: City Manager City of Coppell, Texas 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 North Akard Dallas, Texas 75201 Page 11 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) If intended for Company: Attn: John H. Miller Glazier Foods Company 11303 Antoine Houston, Texas 77066 6.6 Entire Agreement. This Agreement is the entire Agreement between the parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 6.7 Governing Law. The Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by the mutual written agreement of the parties. 6.9 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.12 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 6.13 Successors and Assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 6.14 Employment of Undocumented Workers. During the term of this Agreement the Company agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), the Company shall repay the amount of the Annual Grants and any other funds received by the Company from the City as of the date of such violation Page 12 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) within 120 business days after the date the Company is notified by the City of such violation, plus interest at the rate of 6% compounded annually from the date of violation until paid. The Company is not liable for a violation of this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of the Company or by a person with whom the Company contracts. (Signature Page to Follow) Page 13 Economic Development Incentive Agreement City of Coppell and Glazier Foods Company (TM 55479) EXECUTED on this _______ day of _____________________, 2012. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: Peter G. Smith, City Attorney EXECUTED this the _________ day of ______________________, 2012. GLAZIER FOODS COMPANY By: John H. Miller, President Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Tradepoint Bldg 2, LP – Public Hearing and Ordinance In order to grant a tax abatement, a reinvestment zone must be created by ordinance. In order to create a reinvestment zone by ordinance, a public hearing must be held. This item satisfies both of those requirements. The public hearing is held to determine if the improvements in the zone are feasible, practical and of benefit to the land. The public hearing notice was published in the Citizens’ Advocate on Friday, September 14, 2012, as required by Chapter 312 of the Texas Property Code. The 69.37 acre tract of land included within the boundaries of this zone is located north of Bethel Road and approximately 940 feet east of Royal Lane. The legal description for the property is Tract 2 of the S A & M G RR Abstract 1439 Pg 115. The resolution and tax abatement agreement that coincide with this reinvestment zone will be brought to City Council at a later date. NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 25th day of September, 2012, at 7:30 P.M., to consider designation of the property described as Tract 2 of the S A & M G RR Abstract 1439 Pg 115 (69.37 acres), located on the north side of Bethel Road being approximately 940 feet east of Royal Lane, Coppell, Texas, Tradepoint Bldg 2, LP as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate September 14, 2012 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 1 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 74 (TRADEPOINT BLDG 2, LP); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL- INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS, THAT: SECTION 1: The City Council of the City of Coppell, Texas, finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 74 Tradepoint Bldg 2, LP”. 2 SECTION 3. The property within Reinvestment Zone No. 74 is eligible for commercial- industrial tax abatement effective on January 1, 2012. SECTION 4. If any article, paragraph or subdivision, clause or provision of this Ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this Ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. All provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this Ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this Ordinance shall remain in full force and effect. SECTION 6. This Ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2012. APPROVED: KAREN SELBO HUNT, MAYOR ATTEST: CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:8-13-12:56866) 3 Exhibit “A” (Legal Description of Land) Tract 2 of the S A & M G RR Abstract 1439 Pg 115 (69.37 acres). Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Tradepoint Bldg 2, LP - Resolution Tradepoint Bldg 2, LP will be constructing a building that is 1,077,716 square feet in size at 900 W. Bethel Rd. Reinvestment Zone No. 74 will be created for Tradepoint Bldg 2, LP by ordinance on September 25, 2012. The resolution and abatement that coincide with that reinvestment zone will grant a 75%, 10 year tax abatement on the real property for Tradepoint Bldg 2, LP. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND TRADEPOINT BLDG 2, LP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Tradepoint Bldg 2, LP, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2012. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:04-23-12:TM 55056) 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Tradepoint Bldg 2, LP, a Texas limited partnership and its permitted assigns (the “Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 74 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase approximately 53.48 acres of land at 900 W. Bethel Road, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct a warehouse and distribution building containing approximately 1,077,716 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Agreement Phase” means each of two (2) five-year consecutive periods during the term of this Agreement beginning with the First Year of Abatement consisting of the: (i) first five (5) consecutive years of tax abatement (“Agreement Phase One”); and (ii) the sixth (6th) through and including the tenth (10th) year of tax abatement (“Agreement Phase Two ”), respectively. “Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed. “City” shall mean the City of Coppell, Texas. “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements. Page 3 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the tenth (10th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean a warehouse and distribution building containing approximately1,077,716 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land.. “Land” means the real property described in Exhibit “A”. “Owner” shall mean Tradepoint Bldg 2, LP, a Texas limited partnership and its permitted assigns. . “Premises” shall mean collectively, the Land and Improvements following construction thereof. “Related Agreement” shall mean any other agreement by and betwe en the City and the Owner, its parent company, and any affiliated or related entity owned or controlled by the Owner, or its parent company. “Taxable Value” means the appraised value as certified by the applicable Appraisal District (or its successor) as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. Page 4 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least Thirty Million Dollars ($30,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter for any year occurring during the period of tax abatement herein authorized, , the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of ten (10) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of ten (10) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date. Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Page 5 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur within six (6) months after the Effective Date and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur within eighteen (18) months after the Effective Date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations, or in the event the Owner: (i) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (ii) has an event of Bankruptcy or Insolvency; or (iii) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Agreement Phase during which the uncured breach or default has occurred, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. Page 6 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which shall have thirty (30) days (the “Cure Period”) from receipt of the notice in which to cure any such default, provided, however, that if the default is not reasonably susceptible of cure within such 30-day period and provided further that Owner has commenced and is diligently pursuing a cure of such default, then the Cure Period shall be extended for an additional period of thirty (30) days. If the default cannot reasonably be cured within the Cure Period (as extended), and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by the Owner for the Agreement Phase during which the uncured breach and default has occurred, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual exemption application form for the Improvements with the Chief Appraiser for the Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of the respective exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District, and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified Page 7 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 If intended for Owner, to: With a copy to: Tradepoint Bldg 2, LP Hillwood Development Company, LLC 3090 Olive Street, Suite 300 3090 Olive Street, Suite 300 Dallas, Texas 75219 Dallas, Texas 75219 Attn: Daniel Tatsch Attn: Scott Norman With a copy to: Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219-7672 Attn: Marla Long 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be Page 8 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Owner without the prior written consent of the City Manager, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing no consent shall be required to assign this Agreement to a tenant who leases the entire Premises, any lender of Owner or any entity affiliated with Owner provided the Owner provides thirty (30) days prior notice thereof and such assignee expressly assumes the obligations of the Owner hereunder in a form approved by the City. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Owner agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and any other funds received by the Owner from the City as of the date of suc h violation within 120 days after the date the Owner is notified by the City of such violation, plus int erest at the rate of 6% compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. (Signature page to follow) Page 9 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) EXECUTED in duplicate originals the ____ day of _______________, 2012. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2012. Tradepoint Bldg 2, LP, a Texas limited partnership By:_______________________________________ Tradepoint GP, LLC, a Texas limited liability company, its general partner By: Name: Title: Page 10 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) Exhibit “A” (Legal Description of Land) BEING a tract of land situated in the S.A. and M.G.R.R. Survey, Abstract No. 1439, City of Coppell, Dallas County, Texas, being a part of the 69.37 acre tract of land as described in Special Warranty Deed to HLIT II Tradepoint, L.P., a Texas limited partnership, as recorded in Volume 2005134, Page 27, in the Deed Records of Dallas County, Texas (D.R.D.C.T), known as Tract 2, and being more particularly described as follows: BEGINNING at a 1/2-inch found iron rod with "GRAHAM ASSOC INC" cap for the most southerly southwest corner of said HLIT II Tradepoint, L.P. tract and the southeast corner of that tract of land described as Tract 1 in Special Warranty Deed to Hillwood Fund No. 1, L.P. as recorded in Volume 2003006, Page 74 D.R.D.C.T., same being the southeast corner of Lot 1, Block A, Coppell Industrial Addition, recorded in Volume 2000200, Page 00669 Plat Records Dallas County, Texas; THENCE North 00 degrees 41 minutes 13 seconds West, along the common line between said Tract 1 (Lot 1) and said HLIT II Tradepoint, L.P. tract, passing at a distance of 1,364.98 feet the northeast corner of said Tract 1 (Lot 1), over and across said HLIT II Tradepoint, L.P. tract, continuing in all a distance of 2,102.06 feet to a 1/2 - inch found iron rod with a yellow plastic cap stamped "Halff Assoc. Inc." (hereinafter referred to as "with cap") for corner, said iron rod being on the south right -of-way line of Creekview Drive (a 60 foot right-of-way); THENCE North 89 degrees 06 minutes 46 seconds East, along said south right -of-way line of Creekview Drive, a distance of 1,105.41 feet to a 1/2 -inch found iron rod with cap for the northeast corner of said HLIT II Tradepoint, L.P. tract and being the northwest corner of Lots 6 and 7, Block A of Duke -Freeport Addition, as recorded in Volume 2004164, Page 247 P.R.D.C.T.; THENCE South 00 degrees 01 minute 01 second West, along the east line of said Tract 2, passing the common southwest corner of said Lots 6 and 7, and the northwest corner of the remains of Lot 2, Block A of Duke -Freeport Addition, as recorded in Volume 2000251, Page 2678 P.R.D.C.T. at a distance of 1,711.39 feet, continuing for a total distance of 1,960.94 feet to a 1/2-inch found iron rod with cap for corner; THENCE South 11 degrees 49 minutes 07 seconds East, cont inuing along said common line, a distance of 76.22 feet to a 1/2-inch found iron rod for corner; THENCE South 00 degrees 28 minutes 58 seconds East, continuing along said common line, a distance of 145.95 feet to a 1/2 -inch found iron rod with cap stamped "GRAHAM ASSOC INC" for the southeast corner of said HLIT II Tradepoint, L.P. tract and the southwest corner of said Lot 2, said iron rod also being on the north right -of-way line of Bethel Road (a 90 foot right-of-way) for corner; Page 11 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 56906) THENCE South 87 degrees 14 minutes 36 seconds West, departing said common line and along said north right-of-way line, a distance of 96.61 feet to a 1/2 -inch found iron rod with cap for corner; THENCE North 83 degrees 50 minutes 43 seconds West, continuing along said north right-of-way line, a distance of 115.18 feet to a 1/2 -inch found iron rod with cap for corner; THENCE North 81 degrees 43 minutes 48 seconds West, continuing along said north right-of-way line, a distance of 419.89 feet to a 1/2-inch found iron rod with cap stamped "GRAHAM ASSOC INC" for corner; THENCE South 89 degrees 18 minutes 45 seconds West, continuing along said north right-of-way line, a distance of 469.83 feet to the POINT OF BEGINNING and containing 2,329,514 square feet or 53.48 acres of land, more or less. PGS DRAFT 9-21-12 Page 12 Tax Abatement Agreement City of Coppell and Tradepoint Bldg 2, LP (TM 55093) MEMORANDUM Date: September 25, 2012 To: Mayor and Council From: Jennifer Miller, Director of Finance Via: Clay Phillips, City Manager Subject: Budget Amendment - Fiscal Year 2011-12 This budget amendment is being brought forward to reflect changes that have been experienced throughout the fiscal year. General Fund At this time the General Fund revenues are being amended $4,535,730. The main sources of the revenue increase are from sales tax ($1,441,260), Building Permits and associated fees ($955,000), ambulance fees ($210,000), recreational fees ($241,237), sale of city property, Carter Crowley and old Senior Center site, ($748,359) and insurance reimbursements ($526,231). General Fund expenditures are being increased $4,431,254. $3,489,927 is associated the building purchased at 265 Parkway Blvd and a transfer to Rolling Oaks Memorial Center. Building Inspections is being increased $15,000 to cover overtime costs associated with the increased activity due to storm damage. Engineering is being amended for the Council approved contract to Freese and Nichols for modifications to the North Lake spillway. The amendment to Facilities is for the roof repair resulting from the hail storm. Council approved the contract on August 28, 2012. Fleet is also being amended for damage from the hail storm to the vehicles. Each of these items is part of the insurance reimbursement that is recognized as revenue. Human Resources is being amended for an Online Management System for Citywide training. The Police department amendment is for the replacement of two vehicles that were damaged beyond repair. The insurance proceeds have been recorded as revenue. Water and Sewer Fund Revenues are being amended for the increase experienced in water sales and a for the annual TRA settle-up for fiscal year 2010-11. Expenses are being amended in Combined Services for the administrative charge, Direct Cost of Water for the change in rate of flow from last summer’s increase, and Direct Costs of Sewer Treated to cover the actual cost of the service. Police Special Revenue Fund Revenues are being amended to reflect forfeitures that have been received. The expenditures are being amended for the access card project approved by Council on May 8, 2012 and for the switch in telephones. Park Special Revenue Fund Revenues are being amended to reflect actual park fees collected. The expenditures are being amended for costs associated with Kid Country. Tree Preservation Fund The revenues are being amended for the actual tree preservation fees received. Infrastructure Maintenance Fund Revenues are being amended for the increase in sales tax collections. Expenditures are being amended for the design contract for Mockingbird lane and Whispering Hills awarded on July 10, 2012, as well as the construction contract for Vanbebber and Willow Springs awarded on August 14, 2012. Donations – Special Revenue Revenues are being amended to reflect the receipt of recycling proceeds. Library expenditures are being amended for the iLibrary apps. The Fire department is being amended for a trailer purchase and Recycling is being amended for the purchase of trash and recycling bins that are to be placed through-out the City parks. Recreational Fund Expenditures are being amended for costs associated with the Andy Brown West Parking Lot Lighting project approved by Council on April 24, 2012. Municipal Court Special Revenue Fund The expenditures are being amended for the access card project approved by Council on May 8, 2012. C.R.D.C. Special Revenue Revenues are being amended for the increase in sales tax collections. Expenditures are being amended for the 75% transfer out to the General Fund, the access card project approved by Council on May 8, 2012, security cameras at the Tennis Center, and erosion control at Andy Brown East (Trails). Municipal Court Tech Fund Expenditures are being amended for an upgrade to the Brazos paperless ticket writers. Coppell Economic Development Foundation The revenues and expenditures are associated with the buying and selling of City property, Carter Crowley and the old Senior Center site. Rolling Oaks Fund Revenues are being amended to reflect the transfer in from the General Fund. Crime Control Revenues are being amended for the increase in sales tax collections. Expenditures are being amended for overtime times costs experienced during the fiscal year. 1 ORDINANCE NO. _____________________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS APPROVING AN AMENDMENT TO THE BUDGET FOR THE CITY FOR THE FISCAL YEAR OCTOBER 1, 2011 THROUGH SEPTEMBER 30, 2012; PROVIDING THAT EXPENDITURES FOR SAID FISCAL YEAR SHALL BE MADE IN ACCORDANCE WITH SAID BUDGET; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Budget Officer of the City of Coppell, Texas, did on the 5th day of August, 2011, file with the City Secretary, a proposed general budget for the City covering the fiscal year aforesaid, and WHEREAS, the City Council of the City of Coppell approved said budget on the 13th day of September, 2011, and WHEREAS, the governing body of the City has this date considered an amendment to said budget; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That Section No. 2 of Ordinance No. 2011-1290, for the 2011-12 Fiscal Year Budget, is hereby amended as follows: General Fund Current Budget Amending Budget Change Revenues $48,252,105 $52,787,835 $4,535,730 Expenditures Combined Services 2,495,716 5,985,643 3,489,927 Inspections 736,225 751,225 15,000 Engineering 1,099,303 1,325,103 225,800 Facilities 1,412,522 2,006,049 593,527 Fleet 1,213,692 1,263,692 50,000 Human Resources 1,372,169 1,379,169 7,000 Police 6,749,210 6,799,210 50,000 Total Expenditures $4,431,254 Decrease in Designated Fund Balance (3,353,927) Net Expenditure Increase 1,077,327 Net Increase in Undesignated Fund Balance $3,458,403 Water/Sewer Fund Current Budget Amending Budget Change Revenues $14,210,828 $14,416,705 $205,877 Expenses Combined Services $3,795,250 $3,985,000 $189,750 Direct Cost of Water 4,729,654 4,860,000 130,346 Direct Cost of Sewer 2,185,000 2,240,000 55,000 Total Expenses $375,096 Net Decrease in Projected Retained Earnings $169,219 2 Police Spec. Rev. Fund Current Budget Amending Budget Change Revenues $ 90,203 $224,236 $134,033 Expenditures 348,135 433,241 85,106 Net Increase in Projected Fund Balance $ 48,927 Parks Special Revenue Current Budget Amending Budget Change Revenues $ 36,180 $ 43,790 $ 7,610 Expenditures 150,000 400,000 250,000 Net Decrease in Projected Fund Balance $242,390 Tree Preservation Fund Current Budget Amending Budget Change Revenues $7,450 $226,000 $218,550 Net Increase Projected Fund Balance $218,550 Infrastructure Maint. Fund Current Budget Amending Budget Change Revenues $4,069,000 $4,369,000 $ 300,000 Expenditures 3,947,862 5,731,594 1,783,732 Net Decrease Projected Fund Balance $1,483,732 Donations-Special Revenue Current Budget Amending Budget Change Revenues $29,770 $42,500 $12,730 Expenditures 16,124 35,952 19,828 Net Decrease in Projected Fund Balance $ 7,098 Recreational Fund Current Budget Amending Budget Change Expenditures $216,948 $304,292 $87,344 Net Decrease in Projected Fund Balance $87,344 Municipal Court Current Budget Amending Budget Change Expenditures $12,000 $33,716 $21,716 Net Decrease in Projected Fund Balance $21,716 CRDC Special Revenue Current Budget Amending Budget Change Revenues $4,819,151 $5,755,000 $ 935,849 Expenditures 7,524,773 8,835,858 1,311,085 Net Decrease in Projected Fund Balance $ 375,236 Municipal Court Tech Fund Current Budget Amending Budget Change Expenditures $95,983 $130,780 $34,797 Net Decrease in Projected Fund Balance $34,797 CEDF Current Budget Amending Budget Change Revenues $81,120 $418,234 $337,114 Expenditures $81,120 $418,234 337,114 Net Change $ -0- 3 Rolling Oaks Current Budget Amending Budget Change Revenues $226,000 $416,785 $190,785 Net Increase in Projected Fund Balance $190,785 Crime Prevention Current Budget Amending Budget Change Revenues $2,750,435 $3,235,000 $ 484,565 Expenditures 1,835,402 1,885,402 50,000 Net Increase in Projected Fund Balance $ 434,565 SECTION 2. EFFECTIVE DATE. That this ordinance shall become effective immediately from and after its passage as the law and charter in such cases provide. DULY PASSED and adopted by the City Council of the City of Coppell, Texas, on the _____ day of September 2012. APPROVED: ______________________________ KAREN SELBO HUNT, MAYOR ATTEST: ____________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: _____________________________________ CITY ATTORNEY Date: September 25, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Amazon.com.kydc LLC - Resolution City Council is scheduled to conduct a Public Hearing regarding the designation of Reinvestment Zone No. 74 on September 25, 2012. Tradepoint Bldg 2, LP will be constructing a building 1,077,716 square feet in size within the boundaries of this reinvestment zone. Tradepoint Bldg 2, LP has been actively recruiting Amazon.com.kydc LLC to occupy the entire building. While Amazon.com.kydc LLC is still in the process of making a decision about the location for their new facili ty, they have requested incentives from the various communities they are considering to help them make a location decision. The City of Coppell has made a preliminary offer of incentives, but agreements have not been finalized for City Council approval at this point. Amazon.com.kydc LLC has requested each community in consideration to take a public vote from their respective City Council members to approve the incentive terms that will be included in any necessary final agreements prior to Amazon.com’s location decision. The terms of the agreements are outlined in the resolution and will be approved with this resolution, and the City Manager will be authorized to negotiate the final agreements. This resolution will also authorize the Mayor to sign the agreements on behalf of the City once they are complete. 1 RESOLUTION NO. ___________ A RESOLUTION OF THE CITY COUNCIL OF COPPELL, TEXAS, AUTHORIZING THE CITY MANAGER TO NEGOTIATE ONE OR MORE TAX ABATEMENT AGREEMENTS PURSUANT TO CHAPTER 312 OF THE TAX CODE AND/OR ECONOMIC DEVELOPMENT AGREEMENTS PURSUANT TO CHAPTER 380 OF THE TEXAS LOCAL GOVERNMENT CODE ON BEHALF OF THE CITY WITH AMAZON.COM.kydc LLC AND/OR ITS RELATED OR AFFILATED COMPANIES (“AMAZON”) IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN; AUTHORIZING THE MAYOR TO EXECUTE SUCH AGREEMENTS ON BEHALF OF THE CITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Amazon has leased or intends to lease approximately 1,077,716 square feet of space in a building to be constructed at 900 W. Bethel Road, Coppell, Texas for a period of at least fifteen (15) years and intends to locate and maintain Tangible Personal Property (as defined by the Texas Tax Code) at such leased premises; and WHEREAS, Amazon has advised the City that a contributing factor that would induce Amazon to lease and occupy the leased premises would be an agreement by the City to provide an economic development grant to Amazon as set forth herein; and WHEREAS, the City has adopted programs for promoting economic development and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and Chapter 380.001 of the Texas Local Government Code to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to Amazon is in accordance with the City Economic Development Program and will: (i) further the objectives of the City; (2) benefit the City and the City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in the City; and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and 2 WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into a tax abatement agreement with Amazon; and WHEREAS, development efforts of Amazon and described herein will create permanent new jobs in the City; and WHEREAS, upon full review and consideration, and all matters related thereto, the City Council is of the opinion and authorizes the City Manager to negotiate one or more tax abatement agreements pursuant to Chapter 312 of the Texas Tax Code and economic development agreements pursuant to Chapter 380 of the Texas Local Government Code on behalf of the City with Amazon; and that the Mayor should be authorized to execute the such agreements on behalf of the City after approval by the City Attorney, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The City Council authorizes the City Manager to negotiate one or more tax abatement agreements pursuant to Chapter 312 of the Texas Tax Code and/or economic development agreements pursuant to Chapter 380 of the Texas Local Government Code on behalf of the City with Amazon in accordance with following terms: An abatement of 75% of the city ad valorem taxes assessed the Business Personal Property (including inventory and supplies but excluding “Freeport Goods” and “Goods in Transit” as defined by the Texas Tax Code) to be located at the leased premises for a period of 10 years. A sales tax sharing agreement which provides an annual grant equal to a percentage of the City sales and use tax receipts from the sale of taxable items consummated at the leased premises during a calendar year according to the schedule set forth below for a period of 20 years: Amount of Annual Sales of Taxable Items Consummated at the Leased Premises for the Grant Period Percentage for Annual Grant $100,000.00 - $10,000,000.00 15% $10,000,001.00 - $50,000,000.00 25% $50,000,001.00 - $100,000,000.00 50% $100,000,001.00 - $200,000,000.00 75% $200,000,001.00 - $300,000,000.00 80% $300,000,001.00 or more 85% The agreements shall contain appropriate provisions for the timely construction and development of the project, timely payment of property and sales and use taxes, and for repayment of any grants or incentives in the event of an uncured default of such agreements 3 SECTION 2. That the Mayor is hereby authorized to execute such agreements on behalf of the City after approval thereof by the City Attorney, and any amendments or other instruments related thereto. SECTION 3. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 25th day of September, 2012. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:9-20-12:TM 57381) MEMORANDUM TO: Mayor and City Council FROM: Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: September 25, 2012 RE: Consider approval of an Ordinance amending the Code of Ordinances, Chapter 1, Article 1-4, Section 1-4-2 entitled “Street Name Changes” by adding paragraph “T” to rename Hackberry Road to Chartwell Drive, from its intersection with Belt Line Road eastbound to the east city limits of Coppell; and authorizing the Mayor to sign and execute any necessary documents. The City of Coppell has received a request from Lucy Billingsley, of the Billingsley Company, to change the name of Hackberry Road to Chartwell Drive. Hackberry Road is located in south Coppell, immediately north of IH 635. The street goes east from Beltline Road about 630 feet to the east city limits of Coppell. It then continues eastward in Irving about 2,300 feet to its intersection with Ranch Trail. There are currently no homes or businesses within Coppell addressed off of Hackberry Road. We will notify the various mapping companies such as Mapsco©, MapQuest.com, Rand McNally Atlas© and Google Maps to request an update to their products if the name change is approved. Staff will be available to answer any questions at the Council meeting.   · . September 10,2012 Via Email Mr. Clay Phillips, City Manager The City of Coppell 255 Parkway Coppell, Texas 75019 Re: Hackberry Road -Street Name Change Dear Mr. Phillips: We are the majority of the legal owners of the property surrounding and abutting the street known as Hackberry Road located in the City of Coppell, as further shown on the attached exhibit. This lettN is to formally request a street name change from Hackberry Road to CHARTWELL DRIVE Please feel free to contact me should you need additional information with respect to changing the street name . Proposed Street Name Change, "Hackberry Road" to "Chartwell Drive" Created in CIVIL3D 1 INCH = 1 MILE 0 S:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2012.dwg \CHARTWELL DR Created on: 20 September 2012 by Scott Latta 1/2 1/2 1 1 INCH = FT. 0 500 500 250 Proposed Street Name Change, "Hackberry Road" to "Chartwell Drive" Created in CIVIL3DS:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2012.dwg \CHARTWELL DR Created on: 20 September 2012 by Scott Latta 2/2 AREA OF PROPOSED STREET NAME CHANGE CITY LIMIT 1 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO.____________________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER 1, ARTICLE 1-4, SECTION 1-4-2 BY ADDING PARAGRAPH 'T' TO RENAME HACKBERRY ROAD, FROM ITS INTERSECTION WITH BELT LINE ROAD EASTBOUND TO THE EAST CITY LIMITS OF COPPELL, TO CHARTWELL DRIVE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; PROVIDING A SAVINGS CLAUSE AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Code of Ordinances of the City of Coppell, Texas be, and the same is hereby amended by amending Chapter 1, Article 1-4, Section 1-4-2, in part, by adding Paragraph “T” to change the name of an existing portion of roadway, to read as follows: “Sec. 1-4-2. Street name changes. . . . . Hackberry Road, from its intersection with Belt Line Road eastbound to the east city limits of Coppell, shall henceforth be named Chartwell Drive. SECTION 2. That the Director of Traffic Control shall cause to be erected appropriate signage with the appropriate street name established herein. SECTION 3. That all provisions of the ordinances and resolutions of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. 2 SECTION 4. That should any word, phrase, paragraph, section or phrase of this ordinance or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Code of Ordinances as a whole. SECTION 5. That this Ordinance shall take effect immediately from and after its passage and publication, as the law and charter is such cases provide. DULY PASSED by the City Council of Coppell, Texas, this ______day of ________________, 2012. APPROVED: ______________________________ KAREN SELBO HUNT , MAYOR ATTEST: ______________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ________________________________ ROBERT HAGER, CITY ATTORNEY   PARKS AND RECREATION DEPARTMENT CITY COUNCIL AGENDA ITEM Date: September 25, 2012 To: Mayor and Council From: Brad Reid, Director Re: Consider approval of award of a Professional Services Agreement with Teague Nall and Perkins, in the amount of $113,200.00, to provide engineering and surveying services related to the planning and design of erosion mitigation and trail protection at Andrew Brown Park East, and authorizing the President of the CRDC and the City Manager to sign the necessary documents. Background: The Parks and Recreation Department retained Teague Nall and Perkins, Inc. to perform a feasibility analysis on erosion control and drainage improvement options at various locations in Andrew Brown Park Central, and Andrew Brown Park East in 2008. The steady loss of earth along the lake edges from rising, and then receding rain water, and the wind driven wave action on the shoreline, resulted in an eventual threat to the existing concrete trail system that surrounds the lakes. The concern for this potential deferred infrastructure maintenance issue prompted the Coppell Recreation Development Corporation to place this project as the number one priority on the 2010, 2011 and 2012 CRDC Development Priorities list. The first phase consists of the Finger-Lake which extends 650 feet north from Parkway Blvd. to the Central Activity Lake and the Central Activity Lake itself. These two water features are currently in the design process. The second phase of work, the design of which is under consideration tonight, includes the design and construction documents related to addressing the problems at the pond at the east end of Moore Road Park, which is also experiencing extensive erosion and undermining of the concrete spillway and trail system. The attached agreement includes the following Basic Services: 1. Conceptual, preliminary and final design of erosion control improvements. 2. Preparation of final construction plans and specifications. 3. Bid/construction administration. 4. Field design surveys and geotechnical investigation. 5. Environmental permitting. And the following Special Services: 1. Topographic survey of lake bottom. 2. Design lake dredging improvements. 3. Environmental – individual permit. Execution of this Agreement will produce designs and construction documents ready for the bidding process. This project will result in a variety of different solutions to address the erosion that has increased over time. There will likely be more than one ultimate method used in addressing the protection of the perimeter of the pond, depending on the root cause of the erosion and the location of the area being protected. The CRDC approved this Agreement at their meeting of September 10, 2012. City Council Action requested: Approval of the Professional Services Agreement with Teague Nall and Perkins, in the amount of $113,200.00, to provide engineering and surveying services related to the planning and design of erosion mitigation and trail protection at Andrew Brown Park East, and authorizing the President of the CRDC and the City Manager to sign the necessary documents. Staff Recommendation: Approval of this item. AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT NAME: Andrew Brown Park (East) Erosion Control Improvements Phase 2 TNP PROJECT NUMBER: CPL12149 CLIENT: The City of Coppell 255 Parkway Blvd. Coppell, Texas 75019-9478 The City of Coppell (the CITY) hereby requests and authorizes Teague Nall and Perkins, Inc., (the CONSULTANT) to perform the following services: Article I SCOPE: Provide engineering and surveying services related to the planning and design of erosion control improvements at Andrew Brown Park (East) for the east lake and the lower portion of the finger lake, as shown on Exhibit ‘E’. A detailed scope of services is included as Attachment 'A' and is made a part hereto. Article II COMPENSATION to be on a basis of the following (see also, Attachment ‘C’): 1. BASIC SERVICES: The CITY agrees to pay the CONSULTANT a fixed fee of ___One Hundred Thirteen Thousand and Two Hundred Dollars ($_113,200.00) for BASIC SERVICES as outlined in Attachment 'A'. BASIC SERVICES shall be billed monthly based on the percentage of work complete. 2. ADDITIONAL SERVICES: When authorized in writing by the CITY, ADDITIONAL SERVICES shall be considered additional work and the CITY agrees to pay (reimburse) CONSULTANT at CONSULTANT’s standard hourly rates or CONSULTANT’s standard rates for items provided in-house, or direct expenses times a multiplier of 1.10 for non-labor, subcontract or mileage items (see Attachment ‘D’). ADDITIONAL SERVICES, when authorized, will be billed monthly based upon the labor effort required and expenses incurred within each billing period. 3. PAYMENT TERMS: CITY shall be billed monthly for services rendered and pay promptly upon receipt of invoice. Delays of transmitting payments to CONSULTANT more than 30 days from invoice date may result in cessation of services until payment is received. Article III SCHEDULE: The proposed services shall begin within ten (10) working days of written notice to proceed. The scope of services will be completed in accordance with the Project Schedule as outlined in Attachment 'B'. Page 2 Article IV CONTRACT PROVISIONS: Contract provisions are attached hereto and made a part hereof. Please execute and return a signed copy for our files. Receipt of an executed copy of this contract will serve as notice to proceed. No work shall commence on the project until an executed copy of this contract is received by CONSULTANT. By signing below, the signer warrants that he or she is authorized to execute binding contracts for the CITY. Approved by CITY: Accepted by CONSULTANT: City of Coppell, Texas Teague Nall and Perkins, Inc. By: Clay Phillips By: Michael A. Jones Title: City Manager Title: President Date: Date: Approved by Coppell Recreation Development Corporation (CRDC) City of Coppell, Texas By: Greg Garcia Title: President Date: ATTACHMENTS: A – Detailed Scope of Services B – Project Schedule C – Compensation D – CONSULTANT’s Standard Rate Schedule E – Project Layout PROVISIONS 1. AUTHORIZATION TO PROCEED Signing this agreement shall be construed as authorization by CITY (or CLIENT) for TNP, Inc. (CONSULTANT or ENGINEER) to proceed with the work, unless otherwise provided for in this agreement. 2. LABOR COSTS TNP, Inc.'s Labor Costs shall be the amount of salaries paid TNP, Inc.'s employees for work performed on CITYS Project plus a stipulated percentage of such salaries to cover all payroll-related taxes, payments, premiums, and benefits. 3. DIRECT EXPENSES TNP, Inc.'s Direct Expenses shall be those costs incurred on or directly for the CITY's Project, including but not limited to necessary transportation costs including mileage at TNP, Inc.'s current rate when its, or its employee’s, automobiles are used, meals and lodging, laboratory tests and analyses, computer services, word processing services, telephone, printing and binding charges. Reimbursement for these expenses shall be on the basis of actual charges when furnished by commercial sources and on the basis of usual commercial charges when furnished by TNP, Inc. 4. OUTSIDE SERVICES When technical or professional services are furnished by an outside source, when approved by CITY, an additional amount shall be added to the cost of these services for TNP, Inc.'s administrative costs, as provided herein. 5. OPINION OF PROBABLE COST In providing opinions of probable cost, the CITY understands that TNP, Inc. has no control over costs or the price of labor, equipment, or materials, or over the Contractor’s method of pricing, and that the opinions of probable cost provided to CITY are to be made on the basis of the design professional’s qualifications and experience. TNP, Inc. makes no warranty, expressed or implied, as to the accuracy of such opinions as compared to bid or actual costs. 6. PROFESSIONAL STANDARDS TNP, Inc. shall be responsible, to the level of competency presently maintained by other practicing professional engineers in the same type of work in the State of Texas, for the professional and technical soundness, accuracy, and adequacy of all design, drawings, specifications, and other work and materials furnished under this Authorization. TNP, Inc. makes no other warranty, expressed or implied. 7. TERMINATION Either CITY or TNP, Inc. may terminate this authorization by giving 10 days written notice to the other party. In such event CITY shall forthwith pay TNP, Inc. in full for all work previously authorized and performed prior to effective date of termination. If no notice of termination is given, relationships and obligations created by this Authorization shall be terminated upon completion of all applicable requirements of this Authorization. 8. MEDIATION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the CITY and the CONSULTANT agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbonding mediation unless the parties mutually agree otherwise. The CITY and the CONSULTANT further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants retained also to include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. 9. LEGAL EXPENSES In the event legal action is brought by CITY or TNP, Inc. against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs and expenses as may be set by the court. 10. PAYMENT TO TNP, INC. Monthly invoices will be issued by TNP, Inc. for all work performed under the terms of this agreement. Invoices are due and payable on receipt. If payment is not received within 30 days of invoice date, all work on CITY’s project shall cease and all work products and documents shall be withheld until payment is received by TNP. Time shall be added to the project schedule for any work stoppages resulting from CITY’s failure to render payment within 30 days of invoice date. Interest at the rate of 1½% per month will be charged on all past-due amounts, unless not permitted by law, in which case, interest will be charged at the highest amount permitted by law. 11. LIMITATION OF LIABILITY TNP, Inc.'s liability to the CITY for any cause or combination of causes is in the aggregate, limited to an amount no greater than the fee earned under this agreement. 12. ADDITIONAL SERVICES Services not specified as Basic Services in Scope and Attachment ‘A’ will be provided by TNP, Inc. as Additional Services when required. The CITY agrees upon execution of this contract that no additional authorization is required. Additional services will be paid for by CITY as indicated in Article II, Compensation. 13. SALES TAX In accordance with the State Sales Tax Codes, certain surveying services are taxable. Applicable sales tax is not included in the fee set forth and will be added on and collected when required by state law. Sales tax at the applicable rate will be indicated on invoice statements. 14. SURVEYING SERVICES In accordance with the Professional Land Surveying Practices Act of 1989, the CITY is informed that any complaints about surveying services may be forwarded to the Texas Board of Professional Land Surveying, 12100 Park 35 Circle, Building A, Suite 156, MC-230, Austin, Texas 78753, (512) 239-5263. 15. LANDSCAPE ARCHITECT SERVICES The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as landscape architects in Texas. The CITY is informed that any complaints about landscape architecture services be forwarded to the Texas Board of Architectural Examiners, Hobby Building: 333 Guadalupe, Suite 2-350, Austin, Texas 78701, Telephone (512) 305- 9000, Fax (512) 305-8900. 16 INVALIDITY CLAUSE In case any one or more of the provisions contained in this Agreement shall be held illegal, the enforceability of the remaining provisions contained herein shall not be impaired thereby. 17. PROJECT SITE SAFETY TNP, Inc. has no duty or responsibility for project site safety. 18. CONSTRUCTION MEANS AND METHODS AND JOBSITE SAFETY Means and methods of construction and jobsite safety are the sole responsibility of the contractor. Page 4 ATTACHMENT 'A' DETAILED SCOPE OF SERVICES Andrew Brown Park (East) Erosion Control Improvements City of Coppell, Texas The scope of services for this Project consists of the preparation of construction plans and related documents necessary for the construction of erosion control improvements for the east lake at Andrew Brown Park (East) in Coppell, Texas. The Project is understood and defined to include the design by the CONSULTANT and subsequent construction/reconstruction (by others) of erosion control improvements for the portion of lake edge that is not already armored. See Project Layout, Attachment ‘E’. The pre-design, conceptual opinion of probable construction cost for the Project is $802,000. I. BASIC SERVICES Teague Nall and Perkins, Inc., (the CONSULTANT) shall render the following professional services (BASIC SERVICES) necessary for the development of this project. BASIC SERVICES are in general those services required to complete the preliminary and final design of the Project. The following tasks are to be performed by the CONSULTANT as part of the scope of BASIC SERVICES. TASK 1 – CONCEPTUAL (30%), PRELIMINARY (60%), AND FINAL DESIGN (90%) OF EROSION CONTROL IMPROVEMENTS This work will include conceptual, preliminary and final design of a lake edge treatment and erosion control measures for all or part of the perimeter of the lake that is not already armored – up to 85% of the lake perimeter (see Exhibit E), and repair or replacement of existing storm drain outfall structures. The primary intent of this design is to address the erosion, scour and lake edge deterioration that is occurring on the east lake. The work necessary to complete this task is as follows: a. Coordinate with City staff to select the most appropriate design alternative from the feasibility study. Only one (1) alternative will be included in the preliminary and final design. (Note: A detailed drainage study/hydraulic analysis is not included as part of this scope. The proposed improvements will be designed to closely match the existing hydraulic capacity). b. Design a lake edge treatment for the perimeter of the lake. This may include a combination of methods and materials to be applied at various locations along the lake perimeter, as identified in the feasibility study (2008), but only one overall design. c. Design erosion control improvements for approximately seven (7) storm drain outfall locations that discharge into or out of the lake. Improvements may include connection to a proposed lake edge treatment, building a new headwall, or turf reinforcement stabilization. This work is not anticipated to alter the FEMA flood plain and does not include hydraulic analysis, computer modeling, or FEMA permitting associated with altered flood profiles. d. Upon 30% and 60% completion of the construction documents (conceptual and preliminary design), up to five (5) sets of construction plans will be provided to the CITY Page 5 for review and comment. After the review is complete, the CONSULTANT will meet with CITY to address the comments. e. Upon 90% completion of the construction documents (final design), up to five (5) sets of construction plans will be provided to the CITY for review and comment. After the review is complete, the CONSULTANT will meet with CITY to address the comments. f. Upon 30%, 60% & 90% completion of the construction documents, the CONSULTANT will prepare an updated opinion of probable construction cost. TASK 2 – PREPARATION OF FINAL CONSTRUCTION PLANS & SPECIFICATIONS, INCLUDING OTHER RELATED CONSTRUCTION DOCUMENTS A set of construction plans and related construction documents will be prepared for the work described in Task 1. The work necessary to complete this task is as follows: a. Prepare an Erosion Control Plan and appropriate details in accordance with the requirements of the City of Coppell and the National Pollutant Discharge Elimination System (NPDES). It is understood that the SWPPP documents and NOI will be prepared and submitted by the Contractor. b. Select and utilize standard City of Coppell details where possible. Special construction details will also be developed as needed for the project design. c. Assist the CITY with identifying utilities within the Project area and coordination with franchise utility companies to facilitate relocation of franchise utilities as may be required for the construction of this Project. It is understood that the intent of this effort by the CONSULTANT will be to assist in evaluating potential conflicts based upon the best information available from the CITY and/or utility companies. d. Prior to 100% completion the CONSULTANT will prepare construction bid documents, including but not necessarily limited to, detailed pay item descriptions, special specifications, the bid proposal form, and other information required by the CITY for bidding the project. It is understood that the CITY will provide the CONSULTANT with the CITY’s standard construction/bid documents (i.e., standard specifications, construction contract form, bond forms, general & special conditions, etc.) for the CONSULTANT to incorporate into the construction/bid documents. TASK 3 – BID/CONSTRUCTION ADMINISTRATION This work will consist of providing assistance to the CITY during the CITY’s administration of the bidding process and subsequent construction. The work by the CONSULTANT will be limited as follows: a. Coordinate with City’s Floodplain Administrator to obtain approval of a Floodplain Development Permit prior to construction. b. The CONSULTANT will assist the CITY in the advertisement of the Project for bid. The CITY shall bear the cost of advertisement. The CONSULTANT shall provide the Page 6 necessary printing of construction plans, specifications and contract documents (up to 30 sets) for use in obtaining bids, awarding contracts, and constructing the Project. The CITY shall be responsible for dispersing all plans and specifications from its office to prospective bidders. c. The CONSULTANT will attend one pre-bid meeting with the CITY and prospective bidders to assist the CITY in answering questions and clarifying bid documents. d. The CONSULTANT will assist the CITY in the preparation of one Addendum following the pre-bid meeting to address any issues requiring change, correction and/or clarification. e. The CONSULTANT will assist the CITY in the opening and tabulation of the construction bids for the Project and provide recommendations to the CITY regarding the proper action on all proposals received. f. After selection of Contractor(s) and award of contract(s) by the CITY, the CONSULTANT will assist in the preparation of formal contract documents, including contract, performance, payment, and maintenance bonds and all other related CITY forms required to initiate construction on the Project. g. The CONSULTANT will attend one pre-construction conference with the CITY, Contractor(s), and all affected utility companies. h. The CONSULTANT will assist in representing the CITY in the non-resident administration of the project. (NOTE: This function of CONSULTANT shall not be construed as supervision of the Project and does not include on-site activities other than occasional site visits to observe overall Project conditions, normally only once a month, or when specifically requested by CITY to visit on site for a particular matter. It particularly does not involve exhaustive or continuous on-site inspection to check the quality or quantity of the work or material; nor does it place any responsibility on the CONSULTANT for the techniques and sequences of construction or the safety precaution incident thereto, and CONSULTANT will not be responsible or liable in any degree for the Contractor's failure to perform the construction work in accordance with the Contract Documents.) i. The CONSULTANT will consult and advise the CITY regarding the need for any contract change orders and will prepare change orders as required for CITY approval. j. The CONSULTANT will be available for interpretation of plans and specifications as may be required by the Contractor(s) in the field. k. The CONSULTANT will, with assistance from the CITY’s Inspector on the project(s), prepare and process monthly and final pay requests from the Contractor(s) to the CITY. l. The CONSULTANT will provide, in conjunction with the CITY, a final inspection and one follow-up of the project upon completion of initial construction and provide a “punch list” of deficient items to the Contractor(s). m. The CITY inspector will provide the CONSULTANT with a red-lined set of drawings depicting changes during construction and shall also require the Contractor to maintain a set of drawings that reflect any changes in construction from what is shown on the original plans. CONSULTANT will revise construction drawings as necessary to Page 7 adequately reflect any revisions in the construction from what was represented on the plans and/or specifications. n. After the red-lined plans referenced above have been provided, CONSULTANT will provide the CITY with an electronic file of the “Record Drawings” in .pdf format, and an updated electronic file in AutoCAD (.dwg) format of the new construction for use by the CITY. TASK 4 – FIELD DESIGN SURVEYS AND GEOTECHNICAL INVESTIGATION This work will include the field survey and office work necessary for preparing base maps of existing conditions on the ground for use in the design of the Project. The work necessary to complete this task is as follows: a. Establish vertical and horizontal control for the project based upon the City of Coppell control network. b. Perform 100 foot interval cross sections of the bank of the lake to serve as the basis for design of the project and preparation of construction plans. This survey will consist of identifying and recording the vertical and horizontal location of the structural and physical features within the limits of the project. The survey will include a description of the existing structures (i.e. size, flow lines, etc.) and location of trees with a diameter of 6" or larger. c. After the project is bid and the Contractor(s) is (are) selected, the survey control points will be re-established prior to construction, one time only. The purpose of this subtask is to provide the survey control necessary for the construction staking. It is understood the construction staking will be completed by the Contractor. TASK 5 – ENVIRONMENTAL PERMITTING This work will be based on the 2008 delineation of waters of the United States, and will include environmental permitting actions necessary to submit a Preconstruction Notification (PCN) to the USACE, in support of a Nationwide Permit (NWP) for the design of the Project. It is assumed that the planned bank stabilization measures of the Project can be performed under a NWP, but will require a waiver for exceeding 500 linear feet. The anticipated work necessary to complete this task is as follows: a. Initial coordination with the USACE to have a project manager assigned, and to coordinate the appropriate course of action for the project. b. Identify federally listed threatened and endangered species subject to the Endangered Species Act; c. Identify migratory birds; d. Prepare and submit a PCN to the USACE in support of the NWP. This work includes all field work, research, and documentation necessary to comply with the requirements of the NWP. Page 8 II. ADDITIONAL SERVICES ADDITIONAL SERVICES shall be any service provided by the CONSULTANT which is not specifically included in BASIC SERVICES or SPECIAL SERVICES as defined above. ADDITIONAL SERVICES shall include, but not be limited to: a. Construction Staking; b. Property research and real property surveying for easements, right-of-ways or plats; c. Preparation of real property transfer documents, exhibits or plats; d. Participation in or performing real property (easements or ROW) acquisitions; e. Trips and meetings beyond a 100 mile radius of Fort Worth; f. Subcontract charges, photocopies, plan reproduction, computer charges, etc. not described in BASIC or SPECIAL SERVICES; g. Subsurface Utility Engineering (S.U.E.); h. Coordination of Franchise Utility Relocations; i. Flood study or CLOMR/LOMR Applications; j. Construction Inspections; k. Tree Survey and/or Tree Mitigation Plan; l. Detailed hydraulic analysis III. ASSUMPTIONS, EXCEPTIONS AND EXCLUSIONS TO SCOPE OF SERVICES The following is a list of assumptions, exceptions, and exclusions for this proposed scope of services: a. The contractor will prepare the SWPPP and NOI if required. A recommended plan for temporary erosion controls is included in this scope. b. No tree mitigation plan will be required; c. The Contractor will provide construction staking for the project; d. This scope of services assumes the CITY will provide access to or copies of all relevant information in the CITY’s possession related to the Project (i.e., plans or locations of the water system, sanitary sewer system, storm drainage system, topographic and aerial maps, etc.). e. This scope assumes NO floodplain analysis, flood study, or FEMA mapping will be required for the Project. The Project is not anticipated to alter the hydrologic function of the lake or the hydraulic capacity of any drainage structures. f. This scope assumes that a cultural resources survey will not be required as part of the environmental permit, and therefore is not included. g. This scope assumes an ‘absence/presence survey’ of any state or federally listed protected species will not be required as part of the environmental permitting, and therefore is not included. h. This scope assumes no ‘benthic or macro-invertebrate surveys’ will be required as part of the environmental permitting, and therefore are not included. i. This scope assumes no aquatic plantings. j. This scope does not include the preparation of a Section 404 Individual Permit. Page 9 ATTACHMENT 'B' PROJECT SCHEDULE Andrew Brown Park (East) – Phase 2 Erosion Control and Drainage Improvements City of Coppell, Texas The CONSULTANT will endeavor to accomplish the work in accordance with the schedule outlined below, with the understanding that the primary objective of all involved in this project is to produce and provide a quality and complete design. The proposed schedule represents an aggressive time frame for completing the design of the Project and will require a considerable amount of coordination, collaboration and cooperation between the CONSULTANT and CITY, as well as from others outside the control of the CONSULTANT. It is understood by the CITY that the CONSULTANT’s ability to perform the scope of services in accordance with the proposed project schedule is dependent upon timely receipt of information and reviews from the CITY and others, and that adjustments in the schedule may be required should the information and reviews become delayed. Proposed Project Schedule (Design) 1. Perform field surveys, geotechnical investigations and data collection within 25 working days from Authorization to Proceed by CITY. 2. Complete conceptual design (30%) plans within 40 working days from Authorization to Proceed by CITY. 3. Prepare and submit a Pre-Construction Notification (PCN) to the USACE within 20 working days from approval of conceptual design by CITY. 4. Complete preliminary design (60%) plans within 35 working days from approval of conceptual design by CITY. 5. Complete final design (90%) plans within 25 working days from approval of preliminary design by CITY. 6. Complete final design (100%), construction plans and related construction documents within 20 working days from approval of preliminary design plans. Page 10 ATTACHMENT ‘C’ COMPENSATION Andrew Brown Park (East) City of Coppell, Texas As described in Article II, COMPENSATION to the CONSULTANT is based on the following: I. BASIC SERVICES: TASK 1-2 Erosion Control Design, Construction $ 72,900 Plans & Related Documents TASK 3 Bid/Construction Administration $ 14,800 TASK 4 Field Design Survey $ 15,500 TASK 5 Environmental Permitting $ 10,000 TOTAL (BASIC SERVICES) $ 113,200 II. ADDITIONAL SERVICES: When authorized in writing by the CITY, ADDITIONAL SERVICES shall be considered additional work and the CITY agrees to pay (reimburse) CONSULTANT at ENGINEER’s standard hourly rates or ENGINEER’s standard rates for items provided in-house, or direct expenses times a multiplier of 1.10 for non-labor, subcontract or mileage items (see Attachment ‘D’). ATTACHMENT ‘D’ CONSULTANT’S STANDARD RATE SCHEDULE Effective January 1, 2012 to December 31, 2012* Engineering / Technical From - To Principal $170 - $230 Per Hour Project Manager $120 - $200 Per Hour Senior Engineer $110 - $220 Per Hour Engineer $ 85 - $140 Per Hour Landscape Architect / Planner $110 - $175 Per Hour Landscape Designer $ 70 - $110 Per Hour Designer $ 85 - $120 Per Hour Senior Designer $100 - $160 Per Hour CAD Technician $ 60 - $ 95 Per Hour Senior CAD Technician $ 75 - $110 Per Hour IT Consultant $120 - $150 Per Hour IT Technician $ 85 - $120 Per Hour Clerical $ 50 - $ 80 Per Hour Resident Project Representative $ 70 - $120 Per Hour Surveying Survey Manager $130 - $180 Per Hour Registered Professional Land Surveyor $120 - $150 Per Hour S.I.T. / Senior Survey Technician $85 - $110 Per Hour Survey Technician $70 - $100 Per Hour 1-Person Field Crew w/Equipment** $120 Per Hour 2-Person Field Crew w/Equipment** $145 Per Hour 3-Person Field Crew w/Equipment** $165 Per Hour 4-Person Field Crew w/Equipment** $190 Per Hour Flagger $40 Per Hour Abstractor (Property Deed Research) $85 Per Hour Subsurface Utility Engineering Hourly Rate SUE Engineer $160 Sr. Utility Location Specialist $ 95 Utility Location Technician $ 75 1-Person Designator Crew w/Equipment $115 2-Person Designator Crew w/Equipment $135 2-Person Vacuum Excavator Crew w/Equipment $250 (Travel and Stand-by) SUE QL-A Test Hole (0 < 4 ft)*** $900 per hole SUE QL-A Test Hole (>4 < 6 ft)*** $1,100 per hole SUE QL-A Test Hole (>6 < 8 ft)*** $1,310 per hole SUE QL-A Test Hole (>8 < 10ft)*** $1,530 per hole SUE QL-A Test Hole (>10 < 12ft)*** $1,770 per hole SUE QL-A Test Hole (>12 < 14ft)*** $2,000 per hole Direct Cost Reimbursables Photocopies, Scans & PDF Files: $0.10/page letter and legal size bond paper, B&W $0.20/page 11” x 17” size bond paper, B&W $1.00/page letter, legal and 11” x 17” size bond paper, color $2.00/page 22” x 34” and larger bond paper or vellum, B&W $4.00/page 22” x 34” and larger bond paper or vellum, color Plots: $1.00/page 11” x 17” size bond paper, B&W $2.00/page 11” x 17” size bond paper, color $4.00/page 22” x 34” and larger bond paper or vellum, B&W $6.00/page 22” x 34” and larger bond paper or vellum, color $6.00/page 22” x 34” and larger mylar or acetate, B&W Mileage $0.55/mile All Subcontracted and outsourced services shall be billed at rates comparable to TNP’s billing rates shown above. * Rates shown are for calendar year 2012 and are subject to change in subsequent years. ** Equipment includes Truck, ATV, Robotic Total Station, GPS Units and Digital Level. *** Pricing includes 2-Person crew, designating for excavation, vehicle costs, and field supplies. Page 11 ±0 400 800200Feet EXHIBIT 'E'MOORE RD . PROJECT BOUNDARYDENTON CREEKANDREW BROWN PARK (EAST) EROSIONIMRPOVEMENTS PHASE 2 Andrew Brown Park East Erosion Control Phase 2 City of Coppell Created in CIVIL3D 1 INCH = 1 MILE 0 C:\DATA\Temp DWG\EXHIBITS 2012.dwg \ABE EROSION Created on: 13 September 2012 by Scott Latta 1/2 1/2 1 1 INCH = FT. 0 500 500 250 Andrew Brown Park East Erosion Control Phase 2 City of Coppell Created in CIVIL3DC:\DATA\Temp DWG\EXHIBITS 2012.dwg \ABE EROSION Created on: 13 September 2012 by Scott Latta AREA OF PROPOSED EROSION CONTROL 2/2 Interoffice Memorandum To: Mayor and City Council via Clay Phillips, City Manager From: Rick Moore, Director of Information Systems Date: September 20, 2012 Subject: Telephone System Upgrade PURPOSE: To present to the Mayor and City Council a recommendation for providing an enterprise- wide Voice over IP (VoIP) Telephone System. BACKGROUND: The current telephone system used by the city is comprised of multiple phone switches installed in various city facilities. The age of this equipment and the system software is between 10 and 15 years old. During the Five Year planning process in 2009 the IS Department included a plan to begin upgrading the existing phone system to a VoIP solution to begin this fiscal year. In addition, recent developments have required a change in the scope of the original upgrade plan:  In 2011 our current vendor announced they would no longer be supporting the City’s telephone platform.  The existing system does not have the capacity, and is not expandable, to add the building acquisition at 265 Parkway. DISCUSSION: Based on information obtained during the selection process that included key stakeholders from the various city departments, city staff decided a Cisco Systems voice solution would be the best choice to provide a VoIP system for the city. There are several functional advances in voice technology that make moving to a VoIP system a good choice for the city: 2 VoIP Telephone Systems Memo Page 2 September 20, 2012 Cisco Unified Communications System Features:  Single-Number-Reach allows both desk phone and cell phone to ring simultaneously. This feature will better enhance communications and improve responsiveness to the citizens of Coppell.  Unified messaging capabilities so users can retrieve voice messages in their email mailboxes.  Ability to integrate with other communication systems, such as Police/Fire radios.  Support for more mobile, dispersed workforce that allows for city employees to be readily accessible in and out of their office. User “Presence” Features:  Enhance productivity and facilitate faster decision making. View the availability of your colleagues - based on their desktop, mobile, telephony, and calendar information - to reduce communications delays.  Improve first-call resolution and customer satisfaction.  Provides a variety of ways to communicate quickly and effectively via phone, computer, smartphone, or tablet. Management and Technical Support:  Coppell runs a lean technology support staff and this proposed solution is ideal for our organization support model.  Utilizes the City's existing computer network and doesn’t require any extensive upgrades. In fact, the new VoIP system will be able to immediately utilize the current data network to handle call traffic.  Centralized architecture makes it easy for a small technical staff to manage and support, add users, move phones, etc. RECOMMENDATION: It is recommended that the Mayor and City Council accept the proposal from Flair Data Systems to provide the city with a new VoIP Telephone System. MEMORANDUM  September 20, 2012  TO:  Mayor & City Council  FROM:  Clay Phillips, City Manager  SUBJECT: Council Goals and Staff Work Plan    We are pleased to provide you with the proposed Staff Work Plan for 2012‐2013.  Staff  followed the same process used for a number of years when developing the Work Plan.  The  Work Plan is based, in part, on the Council’s “Top 10” Goals/Objectives that you developed at  your retreat earlier this year.  We included these items along with a number of other tasks that  we know we will complete as a matter of routine or as specific tasks needing attention in the  coming year.  The specific “Top 10” goals/objectives adopted by the Council are underlined for  clarity purposes.    The entire Work Plan uses the Coppell 2030 Vision as a foundation.  All of the tasks are  associated with at least one of the strategies, goals, or objectives found in the Coppell 2030  document.  We also included work from each strategy of the Coppell 2030 Vision ensuring each  element of the plan continues to move forward.    The format of the spreadsheet is somewhat different from what has been used in the past.  We  believe the new format better ties to the Coppell 2030 document visually and it is easier to  read.  While the format is different, it still contains the elements necessary to track progress  throughout the year.  The spreadsheet contains specific tasks to be completed and to which  goal/objective each task is tied.  The director/department that is responsible for each item is  indicated as is the expected completion date for each item.  In addition to date specific items, a  number of items are included as ongoing tasks.         The annual Work Plan is not meant to necessarily be all inclusive of every task performed by  staff throughout any given year.  However, the Work Plan does identify major initiatives, items  that have been deemed important by the Council and the executive staff, and tasks that we  know we will be completing during the year.    I will be available to answer questions regarding the Work Plan prior to your considering it for  adoption on September 25.  Please feel free to contact me before that date should you wish to  discuss beforehand.    2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSense of CommunityFuture Civic and Community Leaders DevelopmentEnhance and develop leadership programsLeadership CoppellClay Phillips / CMO Feb '13Service Bureau / Volunteer CorpsClay Phillips / CMO Jan '13New Resident PacketClay Phillips / CMO OngoingTeen Leadership CoppellClay Phillips / CMO Mar '13Special Place to Live Beautiful Green CityRevise Fence OrdinanceKen Griffin / BI Apr '13Develop plan to ensure well maintained private infrastructure Ken Griffin / BI OngoingAdopt International Building Codes that includes "green" Ken Griffin / BI Feb '13Master Plan median / green spaceBrad Reid / Parks Aug '13Funding / Bond Election Process and DirectionClay Phillips / CMO June '13Special Place to LiveRevitalizing NeighborhoodsContinue to implement new Comp PlanGary Sieb / Planning OngoingRevise Sub-Division OrdinanceKen Griffin / Eng Aug '13Revise Zoning OrdinanceGary Sieb / Planning OngoingEnhance Code EnforcementKen Griffin / BI OngoingHOA Communications MeetingsClay Phillips / CMO OngoingPage 1 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusCommunity Wellness and EnrichmentCommunity Gathering PlacesDevelop Old Coppell as a mixed-use development with retail, restaurants, entertainment, professional offices, Farmers' Market, living opportunities around a square"H" Zoning DistrictGary Sieb / Planning Mar '13Plat building sitesGary Sieb / Planning OngoingIndividual site plans for all usesGary Sieb / Planning OngoingEncourage innovative designGary Sieb / Planning OngoingModify (if needed) "H" Zoning District design guidelines Gary Sieb / Planning Mar '13Determine use(s) for vacant parcels (sell/lease)Clay Phillips / CMO OngoingRe-evaluate plan on continuing basisGary Sieb / Planning Annual updateEvaluate using kiosks/delivery of library services in process Vicki Chiavetta / Library Jul '13Support Farmers Market to continue as best in Region Brad Reid / Parks OngoingWireless/Internet accessRick Moore / IS Mar '13Food TrucksClay Phillips / CMOKen Griffin / EHBrad Reid / ParksJan '13Develop Marketing PlanClay Phillips / CMO June '13QR CodeClay Phillips / CIO Feb '13Special Events at the SquareBrad Reid / Parks Sept '13Food Festival Concept and FundingBrad Reid / Parks July '13Page 2 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusCommunity Wellness and EnrichmentCommunity Gathering PlacesEnhance Andy Brown East with a variety of venues for events and passive recreation and enjoyment for picnics and gatheringsInstall/maintain "AED's" Automatic external defibs, train community/staff Kevin Richardson / Fire Jan '13Install/maintain emergency alerting systems: lightening detection/EOWS (sirens) Kevin Richardson / Fire Mar '13Provide emergency personnel during large events Kevin Richardson / Fire OngoingCoordinate emergency operations plan comprehensive (sheltering, etc.) Kevin Richardson / Fire Jan '13Participate in planning/development: Enforce life safety codes/ordinances Kevin Richardson / Fire OngoingMaster Plan Park Amenities/study entire AB Park System including trail amenities and water access Brad Reid / Parks Dec '12Address pond erosionBrad Reid / Parks May '13Festival - enhance programming 4th of July / Oakfest / Earthfest / Holiday Brad Reid / Parks OngoingBoardwalk replacement directionBrad Reid / Parks Nov '12Funding/bond election process and directionClay Phillips / CMO Jun '13Community Wellness and EnrichmentCommunity Gathering PlacesKid CountryBrad Reid / Parks Oct '12Joint meetings between Council, Parks, and Library BoardsClay Phillips / CMOBrad Reid / ParksVicki Chiavetta / LibraryApr '13Facility re-imaging projectClay Phillips / CMO OngoingCommunity Wellness and EnrichmentResidents' Wellness and LongevityContinue to promote Healthy Communities Initiative Clay Phillips / CMO OngoingPage 3 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusBusiness ProsperityRetention and Attraction of Businesses that Generate Revenues for the CityPolicy regarding funding economic development incentives Clay Phillips / CIO Feb '13Sign Ordinance Revisions - Direction and Implementation Gary Sieb / Planning Oct '12Joint meetings between Council, Planning, and Economic Development Gary Sieb / Planning Apr '13/Sept '13Sustainable City GovernmentExcellent City Services with High Level of Customer SatisfactionProvide City services and facilities that are valued by residents and consistent with the City's missionWaste collection surveyKen Griffin / EH Sept '13Nature Bio-Diversity Center/openBrad Reid / Parks Sept '13Wireless/Internet access at city parks/determine need Rick Moore / IS June '13Consolidate functions for one stop service delivery Clay Phillips / CMO / All Mar '13Citywide "hands-on only CPR"Kevin Richardson / Fire Jan '13Periodic Police walk-throughs of all facilities where public congregates Mac Tristan / Police OngoingCritical Care Paramedic programKevin Richardson / Fire Mar '13Fillable form and other documents that can be entirely processed electronically Rick Moore / IS / All Aug '13Pay all fees via credit cards - kiosks - review and evaluateJen Miller / FinanceRick Moore / ISJul '13Library/Parks/Communication effortsClay Phillips / CMO Vicki Chiavetta / LibraryBrad Reid / ParksOngoingExpand adult sports: direction and future fundingBrad Reid / Parks July '13Egov for Utility Billing, Finance, Tax (New World dependent)Jen Miller / FinanceRick Moore / ISSept '13Re-evaluate non-resident fee policy ofr LibraryVivki Chiavette June '13Page 4 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSustainable City GovernmentExcellent City Services with High Level of Customer SatisfactionMaintain high level of customer satisfaction with city servicesContinue periodic satisfaction surveys with standardized form All OngoingCoordinate numerous volunteer organization opportunities All OngoingAfter action reports, data analysis/trending, including surveys of all community programs(Women's Self Defense, CPAC, etc.)Mac Tristan / Police OngoingBest Practices researchAll Ongoing"Zoomerang" / Survey MonkeyRick Moore / IS / All OngoingTx Police Chief Departmental Accredidation Process Mac Tristan / Police Sept '13Sustainable City GovernmentExcellent and Well-Maintained City Infrastructure and FacilitiesMaintain and fund preventive maintenance plans for City infrastructure and facilitiesLegislation regarding 1/4 cent street maintenance sunset extend length of time Clay Phillips / CMO May '13Complete and maintain software to prioritize projects for funding Ken Griffin / Eng May '13Device/Software and process to photograph and locate xy coordinates of needed improvementsKen Griffin / EngRick Moore / ISApr '13Seek/consider grant opportunitiesKen Griffin / Eng Mar '13Transition plan - ADAKen Griffin / EngVivyon Bowman / HRSept '13Facilities and infrastructure maintenance plan / update Ken Griffin / Eng Smar '13Proximity cardsKen Griffin / Eng January 2013Regional jailMac Tristan / Police October 2012 CompleteSustainable City GovernmentExcellent and Well-Maintained City Infrastructure and FacilitiesProvide adequate resources and funding for infrastructure maintenanceIdentify major projects for funding IMFKen Griffin / Eng Mar 13Additional funding needs: Bond election (GO / CO) project directionClay Phillips / CMOKen Griffin / EngVicki Chiavetta / LibraryBrad Reid / ParksJun '13Determine best method of funding projects: i.e., bonds, fund balance, budget, leaseClay Phillips / CMOJen Miller / FinanceOngoingStudy 1/2 cent for CRDC to potentially broaden scope of funding facilities Brad Reid / Parks Jun '13Page 5 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSustainable City GovernmentExcellent and Well-Maintained City Infrastructure and FacilitiesEnsure facilities have capacity to support future growthPlan alternative uses for PD jail and dispatch areas and cost for each Mac Tristan / Police Mar '13Plan redesign and expansion of Library facilityVicki Chiavetta / Library Mar '13Finalize acquisition of facility to relocate staff and plan for future growth (Phase I) Clay Phillips / CMO CompleteSenior Center parking capacity studyBrad Reid / Parks Apr '13Determine future growth estimates through demographic studies Gary Sieb / Planning Jul '13Determine need for hardened EOC facilityKevin Richardson / Fire Jun '13Funding: Bond election process and direction and/or alternative funding Clay Phillips / CMO Jun '13Library strategic planVicki Chiavetta / Library Jan '13Sustainable City GovernmentTop Quality City Work ForceHire the most qualified employees committed to public sectorFully implement 4C Success recruitment process (assessments) Vivyon Bowman / HR OngoingImplement electronic recruitment/hiring module (Neo Govn't) Vivyon Bowman / HR Mar '13Credentials / Background check improvementsVivyon Bowman / HR OngoingEvaluate existing hiring qualifications for various city positions (municipal experience) All OngoingPlan staffing needs for 24-hour service in PD lobby (if Dispatch leaves) Mac Tristan / Police June '13Attend job fairs, colleges, etc.Mac Tristan / Police / All OngoingActively recruit highly qualified staffAll OngoingIntern programVivyon Bowman / HR / All Mar '13Page 6 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSustainable City GovernmentTop Quality City Work ForceContinue training programs to upgrade skills of City workforceUtilize New Horizons training contract (computer/technology contract review/enhancement) Vivyon Bowman / HR / All OngoingPromote and utilize Library's online resources as a supplement to City training tools Vivyon Bowman / HR OngoingDo skills analysis for each employee then create a development plan for all employees All Nov '12Fully implement 4C Resource guideVivyon Bowman / HR Jan '13Develop training survey for City organization (non-technical) Vivyon Bowman / HR Dec '12Continue leadership development training of all PD supervisors Mac Tristan / Police OngoingRe-engage with North Lake CollegeVivyon Bowman / HR Oct '12Promote use of state funded college tuitionKevin Richardson / Fire OngoingUtilize on-line informal training opportunitiesAll OngoingHost Regional training classesAll OngoingProvide CE for non-uniformedKevin Richardson / Fire OngoingSeek advanced level topics/instructors Kevin Richardson / Fire OngoingEnhance/change EMS medical control & CE program Kevin Richardson / Fire Mar '13Revise FD Quarterly ReportKevin Richardson / Fire Apr '13Continue Leadership SummittClay Phillips / CMO OngoingContinue Toast Masters or similar program(s)Vivyon Bowman / HR OngoingS.E.E.D. AcademyClay Phillips / CMO Jan '13Page 7 of 8 2012-13 Council / Staff Work planby Projected DateRevised 9/14/20122030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSustainable City Government CommunicationsTake advantage of social media networks (FB, Twitter, Clips) Clay Phillips / CIO / All OngoingImplement Police TIP411 by end of year, to include online crime mapping Mac Tristan / Police CompleteTrack the success/failure of communication formats through surveysClay Phillips / CMORick Moore / ISOngoingPromote services through collaborative efforts with schools/ChamberClay Phillips / CMOMac Tristan / PoliceKevin Richardson / FireVicki Chiavetta / LibraryOngoingDetermine location of 180' antenna, if necessaryMac Tristan / PoliceKevin Richardson / FireJun '13Digital Radio System Upgrade Status ReportMac Tristan / Police Jun '13Complete final Phase CAD: Fire Station alerting systemKevin Richardson / FireRick Moore / ISMar '13Conduct Six Sigma analysis - 9-1-1 call from call receipt to service delivery Mac Tristan / Police Mar '13Telephone systemRick Moore / IS Mar '13Regional Dispatch: Decision/DirectionMac Tristan / Police Mar '13Branding: complete Phase I and ID Phase II elements Clay Phillips / CIO Apr '13Develop Executive Dashboard formatJen Miller / Finance April 2013Student Resource Officer ReportMac Tristan / Police MonthlySafelight ReportMac Tristan / Police MonthlyActivity ReportMac Tristan / Police QuarterlyCrime Auto ReportMac Tristan / Police QuarterlyRacial Profiling ReportMac Tristan / Police March 2013Sustainable City GovernmentFinancial Resources to Support City ServicesFacilities Maintenance Plan updateKen Griffin / Facilities Mar '13IMF Plan updateKen Griffin / Eng Mar '13Conduct annual review of outstanding and proposed debt Jen Miller / Finance Jan 20135-Year Plan presented to CouncilClay Phillips / CMOJen Miller / FinanceMarch 2013Continue monitoring of sales tax receiptsJen Miller / Finance OngoingUpdate State Comptroller Transparency ProgramClay Phillips / CMOJen Miller / FinanceJune 2013Page 8 of 8